0001437749-11-002245 Sample Contracts

COMMON STOCK PURCHASE WARRANT RED METAL RESOURCES LTD.
Red Metal Resources, Ltd. • April 11th, 2011 • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Red Metal Resources Ltd., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 11th, 2011 • Red Metal Resources, Ltd. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2011, between Red Metal Resources Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2011 • Red Metal Resources, Ltd. • Metal mining

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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