Common use of Reduction in Exercise Price; Extension of Expiry Time Clause in Contracts

Reduction in Exercise Price; Extension of Expiry Time. Subject to applicable securities legislation and receipt by the Corporation of all required approvals (if any) from the Exchange, any other stock exchange on which the Common Shares are listed, and all applicable securities regulatory authorities, the Corporation may, at its option and without shareholder approval, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount or extend the Expiry Time to such time as the board of the directors of the Corporation may consider appropriate. TO: CAZA GOLD CORP. Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant Certificate held by the undersigned and issued by Caza Gold Corp. (the "Corporation"). The undersigned hereby exercises the right to acquire Dated the day of , 20 . In connection with such exercise, the undersigned hereby certifies to the Corporation that (initial one): (i) The undersigned holder: (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a "U.S. person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and is not exercising these Warrants on behalf of or for the account or benefit of a U.S. person or a person in the United States; (iii) was not offered these Warrants in the United States, did not sign the Subscription Agreement for these Warrants in the United States and did not acquire these Warrants in the United States; and (iv) did not execute or deliver this Exercise Form in the United States. (ii) An exemption from registration under the U.S. Securities Act and any applicable states securities law is available for the issuance of Common Shares pursuant to this exercise and attached hereto is an opinion of counsel to such effect (it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance satisfactory to the Corporation). (Name of Subscriber - please print full name) By: (Print full address, including postal code) (Telephone Number) (Official Capacity or Title, if applicable - please print) (Please print name of individual whose signature appears above if different than the name of the subscriber printed above.) The Common Shares are to be issued as follows: Name Name Address, including postal code Address, including postal code Telephone Number Telephone Number

Reduction in Exercise Price; Extension of Expiry Time. Subject to applicable securities legislation and receipt by the Corporation of all required approvals (if any) from the Exchange, any other stock exchange on which the Common Shares are listed, and all applicable securities regulatory authorities, the Corporation may, at its option and without shareholder approval, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount or extend the Expiry Time to such time as the board of the directors of the Corporation may consider appropriate. TO: CAZA GOLD CORP. Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant Certificate held by the undersigned and issued by Caza Gold Corp. (the "“Corporation"”). The undersigned hereby exercises the right to acquire Dated the day of , 20 . In connection with such exercise, the undersigned hereby certifies to the Corporation that (initial one): (i) The undersigned holder: (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a "“U.S. person" ” as defined in Regulation S under the United States Securities Act of 1933, as amended (the "“U.S. Securities Act"”) and is not exercising these Warrants on behalf of or for the account or benefit of a U.S. person or a person in the United States; (iii) was not offered these Warrants in the United States, did not sign the Subscription Agreement for these Warrants in the United States and did not acquire these Warrants in the United States; and (iv) did not execute or deliver this Exercise Form in the United States. (ii) An exemption from registration under the U.S. Securities Act and any applicable states securities law is available for the issuance of Common Shares pursuant to this exercise and attached hereto is an opinion of counsel to such effect (it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance satisfactory to the Corporation). (Name of Subscriber - please print full name) By: (Print full address, including postal code) (Telephone Number) (Official Capacity or Title, if applicable - please print) (Please print name of individual whose signature appears above if different than the name of the subscriber printed above.) The Common Shares are to be issued as follows: Name Name Address, including postal code Address, including postal code Telephone Number Telephone Number