2008SERIES I WARRANTS TO PURCHASE COMMON SHARES OF FIRSTGOLDCORP.

(a) 

 “Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Toronto, Ontario;

(b) 

 “Common Shares” means the shares of common stock of the Corporation as such shares were constituted on the date hereof, as the same may be reorganized, reclassified or redesignated pursuant to any of the events set out in Section 12 hereof;

(c) 

 “Corporation” means Firstgold Corp., a corporation formed under the laws of Delaware and its successors and assigns;

(d) 

 “Current Market Price” at any date, means the weighted average of the sale prices per Common Share at which the Common Shares have traded on the Exchange, or, if the Common Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by the Corporation commencing not later than 45 trading days and ending no later than 5 trading days before such date; provided, however, if such Common Shares are not traded during such 45 day period for at least 20 consecutive trading days, the simple average of the following prices established for each of 20 consecutive trading days selected by the Corporation commencing not later than 45 trading days before such date:

(i) 

the average of the bid and ask prices for each day on which there was no trading, and

(ii) 

the closing price of the Common Shares for each day that there was trading,

(e) 

 “Equity Shares” means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders hereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

(f) 

 “Exchange” means the Toronto Stock Exchange;

(g) 

 “Exercise Price” means US$0.80 per Common Share, unless such price shall have been adjusted in accordance with the provisions of Section 12, in which case it shall mean the adjusted price in effect at such time;

(h) 

 “Expiry Time” means 5:00 in the afternoon, Toronto time, on August 26, 2008;

(i) 

 “Form of Transfer” means the form of transfer annexed hereto as Schedule “B”;

(j) 

 “Holder” means the registered holder of this Warrant;

(k) 

 “person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;

(l) 

 “Subscription Form” means the form of subscription annexed hereto as Schedule “A”;

(m) 

 “this Warrant”, “Warrant”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant and any deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof; and

(n) 

 “Warrant Shares” means the Common Shares issuable at any time upon the exercise of this Warrant.

(a) 

 The Corporation covenants and agrees that:

(i) 

 so long as any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Common Shares for the time being called for by such outstanding Warrants; and

(ii) 

 all Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Corporation or to its creditors in respect thereof.

(b) 

 The Corporation shall make all requisite filings under the applicable securities legislation.

(c) 

 The Corporation shall use all reasonable efforts to preserve and maintain its corporate existence.

(a) 

 If and whenever at any time after the date hereof the Corporation:

(i) 

 issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend; or

(ii) 

 makes a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; or

(iii) 

 subdivides its outstanding Common Shares into a greater number of shares; or

(iv) 

 consolidates its outstanding Common Shares into a smaller number of shares;

(b) 

 If and whenever at any time after the date hereof the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(i) 

 the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Section 12 called the “Rights Period”), and

(ii) 

 the cost per Common Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) (herein in this Section 12 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the record date,

(A) 

 the numerator of which is the aggregate of:

(1) 

 the number of Common Shares outstanding as of the record date for the Rights Offering; and

(2) 

 a number determined by dividing the product of the Per Share Cost and:

(I) 

 where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the number of Common Shares so subscribed for or purchased during the Rights Period, or

(II) 

 where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

(B) 

 the denominator of which is:

(1) 

 in the case described in subparagraph 12(b)(ii)(A)(2)(I), the number of Common Shares outstanding, or

(2) 

 in the case described in subparagraph 12(b)(ii)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 12(b)(ii)(A)(2)(II) had been issued,

(I) 

 the lowest purchase, conversion or exchange price per Common Share, as the case may be, if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and

(II) 

 the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired.

(c) 

 If and whenever at any time after the date hereof the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all its Common Shares of:

(i) 

 shares of the Corporation of any class other than Common Shares;

(ii) 

 rights, options or warrants to acquire shares or securities exchangeable for or convertible into shares or property or other assets of the Corporation;

(iii) 

 evidence of indebtedness; or

(iv) 

 any property or other assets,

(A) 

 the numerator of which is:

(1) 

 the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less

(2) 

 the aggregate fair market value (as determined by action by the directors of the Corporation, subject, however, to the prior written consent of the Exchange, where required) to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

(B) 

 the denominator of which is the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date.

(d) 

 If and whenever at any time after the date hereof there is a Common Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Warrant after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such 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 Common Shares to which such Holder was theretofore entitled upon exercise of this Warrant. If determined appropriate by action of the directors of the Corporation, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 12 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 12 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant approved by action by the directors of the Corporation and will for all purposes  be conclusively deemed to be an appropriate adjustment.

(e) 

 If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

(i) 

 an event referred to in subsection 12(a);

(ii) 

 the fixing by the Corporation of a record date for an event referred to in subsection 12(b); or

(iii) 

 the fixing by the Corporation of a record date for an event referred to in subsection 12(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Shares less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date,

(a) 

 The adjustments provided for in Section 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 13.

(b) 

 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

(c) 

 No adjustment in the Exercise Price will be made in respect of any event described in Section 12, other than the events referred to in clauses 12(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Warrant prior to or on the effective date or record date of such event.

(d) 

 No adjustment in the Exercise Price will be made under Section 12 in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization.

(e) 

 If at any time a dispute arises with respect to adjustments provided for in Section 12 or the failure to make adjustments, such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants certified by the United States Public Accounting Oversight Board as may be selected by action by the directors of the Corporation and any such determination, where required, will be binding upon the Corporation, the Holder and shareholders of the Corporation. The Corporation will provide such auditors or accountants with access to all necessary records of the Corporation.

(f) 

 In case the Corporation after the date of issuance of this Warrant takes any action affecting the Common Shares, other than action described in Section 12, which in the opinion of the board of directors of the Corporation would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Corporation but subject in all cases to the prior written consent of the Exchange, where required, and any necessary regulatory approval.  Failure of the taking of action by the directors of the Corporation so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares will be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances.

(g) 

 If the Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.

(h) 

 In the absence of a resolution of the directors of the Corporation fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.

(i) 

 As a condition precedent to the taking of any action which would require any adjustment to this Warrant, including the Exercise Price, the Corporation must take any corporate action which may be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

(j) 

 The Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 12, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

(k) 

 The Corporation covenants to and in favour of the Holder that so long as this Warrant remains outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in subsections 12(a), (b) or (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.

(a) 

 The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Holder, are necessary or advisable to establish that upon the consummation of such transaction:

(i) 

 the successor corporation will have assumed all the covenants and obligations of the Corporation under this Warrant, and

(ii) 

 the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant.

(b) 

 Whenever the conditions of subsection 14(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Warrant in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

(a) 

 Neither this Warrant nor the Warrant Shares have been registered under the U.S. Securities Act, or any state securities laws.

(b) 

 By subscribing for this Warrant the Holder is deemed to have represented to the Corporation that this Warrant and, if applicable, the Warrant Shares (collectively, the "Securities") have been acquired for investment for the Holder’s own account, not as a nominee agent, and not with a view to the resale or distribution of any part thereof to any U.S. Person within the meaning of Regulation S under the U.S. Securities Act, the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same to any U.S. Person and the Holder does not have any contract, undertaking, agreement or arrangement with any U.S. Person to sell, transfer or grant participations to such person or to any third person residing in the United States, with respect to any of the Securities.

(c) 

 The Securities shall be deemed restricted securities under the U.S. Securities Act and may not be resold in the United States unless they are registered under the Act and any applicable state securities law, or in the opinion of counsel in form and substance reasonably satisfactory to the Corporation, an exemption from such registration is available.

(d) 

 Rule 144 promulgated under the U.S. Securities Act provides, in substance, that (1) after one year from the date restricted securities have been purchased and fully paid for, a holder may transfer restricted securities in the United States provided certain conditions are met, e.g., certain public information is available about the Corporation, and specific limitations on the amount of shares which can be sold within certain periods and the manner in which such shares must be sold are complied with, and (2) after two years from the date the Securities have been purchased and fully paid for, holders who are not “affiliates” of the Corporation may sell restricted securities in the United States without satisfying such conditions.

(e) 

 If the requirements of Rule 144 are not met, registration under the U.S. Securities Act, compliance with Regulation A, or some other registration exemption will be required for any disposition of the Securities in the United States The United States Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities other than in a registered offering or other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales in the United States and such persons and the brokers who participate in the transactions do so at their own risk.

(i) 

 the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

(ii) 

 the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant in any other jurisdiction.

(i) 

 to the Holder, in the register to be maintained pursuant to Section 5 hereof; and

(ii) 

 to the Corporation at: