WARRANTS TO PURCHASE COMMON SHARES OF FOCUS CELTIC GOLD CORP.

Exhibit 10.10

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) FEBRUARY 17, 2012, and (ii) the date the issuer became a reporting issuer in any province or territory.

WARRANTS

TO PURCHASE COMMON SHARES OF

FOCUS CELTIC GOLD CORP.

THIS IS TO CERTIFY THAT for valuable consideration HJG PARTNERSHP, 3845 Bathurst Street, Suite 202, Toronto, Ontario, M3H 3N2 (the “Warrantholder”) is entitled, at any time prior to 5:00 p.m., Toronto time, on the earlier of (A) twenty-four months from the closing of the RTO (as defined in Schedule A attached hereto), and (B) December 31, 2014 (the “Expiry Time”), upon and subject to the terms and conditions set forth herein and in Schedule A attached hereto, which schedule forms an integral part hereof and shall be deemed to be incorporated herein (the whole being referred to herein as this “Warrant Certificate” and the rights of the Warrantholder represented by this Warrant Certificate being referred to herein as the “Warrants”), to subscribe in whole or in part for up to one million (1,000,000) common shares (“Common Shares” and which term shall include any other shares or securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of Focus Celtic Gold Corp. (the “Corporation”), a corporation existing under the federal laws of Canada, as constituted on the date hereof at a purchase price per share (the purchase price in effect from time to time being called the “Exercise Price”) equal to the lower of (A) $0.30, and (B) the RTO Price (as defined in Schedule A attached hereto), provided that if the RTO Price has not been determined at the time of exercise, the exercise price shall be $0.30, and subject to adjustment in the events and in the manner set forth herein. The Warrants shall become wholly void and the unexercised portion of the subscription rights represented hereby will expire and terminate at the Expiry Time. No fractional Common Shares will be issuable upon any exercise of the Warrants and the Warrantholder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share.

All Common Shares which are to be issued upon the exercise of the Warrants shall be issued to the Warrantholder, upon payment therefor of the amount for which the Common Shares which may at the time be purchased pursuant to the provisions hereof, and the Warrantholder shall be deemed to have become the holder of record of such Common Shares, on the date of delivery of this Warrant Certificate together with payment for the Common Shares so subscribed for, unless the transfer books of the Corporation shall be closed on such date, in which event the Common Shares so subscribed for shall be deemed to be issued, and the Warrantholder shall be deemed to have become the holder of record of such Common Shares, on the date on which such transfer books are reopened and such Common Shares shall be issued at the purchase price in effect on the date of delivery of this Warrant Certificate together with payment for the Common Shares subscribed for by the Warrantholder.

The Warrantholder may purchase less than the number of Common Shares which the Warrantholder is entitled to purchase hereunder on delivery of this Warrant Certificate, in which event a new certificate, in form identical hereto but with appropriate changes, representing the right to purchase Common Shares not previously purchased, shall be issued to the Warrantholder.

This Warrant Certificate does not entitle the Warrantholder to any rights or interest whatsoever as a shareholder of the Corporation or any other rights or interests except as expressly provided in this Warrant Certificate.

If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

By acceptance hereof, the Warrantholder hereby represents and warrants to the Corporation that (i) the Warrantholder is resident in the Province of Ontario, (ii) the Warrantholder is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus and Registration Exemptions, and (iii) the Warrantholder is acquiring the Warrants as principal for its own account and not for the benefit of any other person.

All amounts of money referred to in this Warrant Certificate are expressed in lawful money of Canada.

This Warrant Certificate shall enure to the benefit of, and shall be binding upon, the Warrantholder and the Corporation and their respective successors.

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be issued under the signature of a properly authorized officer of the Corporation.

DATED as of the 17th day of February, 2012.

SCHEDULE A

Additional Terms and Conditions

(any of such events in subclauses 4(2)(a)(i), 4(2)(a)(ii), 4(2)(a)(iii) and 4(2)(a)(iv) above being herein called a “Common Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 4(2)(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. If the Warrantholder has not exercised its right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept in lieu of the number of Common Shares then subscribed for and purchased by the Warrantholder, at the Exercise Price determined in accordance with this clause 4(2)(a), the aggregate number of Common Shares that the Warrantholder would have been entitled to receive as a result of such Common Share Reorganization, if, on such record date or effective date, as the case may be, the Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.

If by the terms of the rights, options, or warrants referred to in this clause 4(2)(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate 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, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 4(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 4(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 4(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares referred to in this clause 4(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right.

(any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares to which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Warrantholder to the end that the provisions of this Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

provided, however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this exercise of the Warrants.

Notices to the Corporation shall be addressed to:

388 Spadina Road

Toronto, Ontario M5P 2V9

Attention: Chief Executive Officer

Notices to the Warrantholder shall be addressed to the address for such Warrantholder noted on the register of Warrantholders to be maintained by the Corporation.

The Corporation or the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant Certificate.

“Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) february 17, 2012, and (ii) the date the issuer became a reporting issuer in any province or territory.”

SCHEDULE B

TO: FOCUS CELTIC GOLD CORP.

SUBSCRIPTION FORM

The undersigned hereby:

By executing this subscription form the undersigned represents and warrants that the undersigned is not a U.S. Person or a Person within the United States and that the Common Shares are not being subscribed for on behalf of a U.S. person (as such terms are defined for purposes of the United States Securities Act of 1933, as amended).

The undersigned hereby directs that the Common Shares subscribed for be registered and delivered as follows:

DATED this _______ day of ______________, 20___.

SCHEDULE C

FORM OF TRANSFER

TO: FOCUS CELTIC GOLD CORP.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________

______________________________________________________________________________ (include name and address of the transferee) ___________________ of the Warrants exercisable for common shares of FOCUS CELTIC GOLD CORP. (the “Corporation”) registered in the name of the undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints __________________________________________ the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation with full power of substitution.

DATED this _________ day of ___________________, 20____.

Signature of Transferor guaranteed by:

Please send the original Warrant Certificate and this originally executed and (if applicable) guaranteed Form of Transfer to the transfer agent of the Corporation at the following address:

388 Spadina Road

Toronto, Ontario M5P 2V9

Attention: Chief Executive Officer

Deliver the new Warrant Certificate(s) to the transferee at the address show on page 1 of this Form of Transfer, or to the following address: 

Notes: