Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-54598

Stellar Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

332 E. Scott Street Port Hueneme, California	93041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 488-2800

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated Filer x
Non-Accelerated Filer ¨	Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant, computed by reference to the closing price of the registrant’s common shares on the OTCQB marketplace as of February 28, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $85,585,181, based on 57,827,825 shares at $1.48 per share.

As of September 1 2015, the registrant had 79,847,550 common shares issued and outstanding.

The registrant has determined that it no longer qualified as a “foreign private issuer” under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 1, 2014, the beginning of the registrant’s fiscal year, the registrant is now complying with Exchange Act reporting requirements applicable to a U.S. domestic issuer.

Explanatory Note

This Amendment No. 2 to the Annual Report on Form 10-K (the “Amendment No. 2”) of Stellar Biotechnologies, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended August 31, 2014 which was filed with the Securities and Exchange Commission on November 14, 2014 (the “Original Filing”) and amended by Amendment No.1 to the Original Filing on November 21, 2014 (the “Amendment No.1”). The Company is filing this Amendment No. 2 solely to provide Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, Exhibit 4.9, Exhibit 4.10, Exhibit 4.11, Exhibit 4.12 and Exhibit 10.18 that were not included in the Original Filing and an updated Exhibit 31.1 and Exhibit 31.2.

This Amendment No. 2 is an exhibit-only filing. Except as described above, this Amendment No.2 does not amend, modify or update any other information or disclosures set forth in the Original Filing. Accordingly, this Amendment No. 2 does not reflect any events that occurred subsequent to the filing of the Original Filing and therefore continues to speak only as of the date of the Original Filing.

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

(b)

The exhibits listed on the accompanying Exhibit Index are filed as part of this Amendment No. 2

EXHIBIT INDEX

Exhibit No.		Description

3.1		Certificate of Incorporation of the Company, dated June 12, 2007 (included as Exhibit 1(a) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as referefernce).

3.2		Certificate of Amendment, dated April 15, 2008 (included as Exhibit 1(b) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as reference).

3.3		Certificate of Continuation of the Company, dated November 25, 2009 (included as Exhibit 1(c) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).

3.4		Certificate of Name Change of the Company, dated April 7, 2010 (included as Exhibit 1(f) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).

3.5		Notice of Articles of the Company, dated April 7, 2010 (included as Exhibit 1(g) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated by reference).

3.6		Articles of the Company, effective November 20, 2009 (included as Exhibit 1(h) to the Company’s Registration Statement on February 3, 2012, incorporated herein by reference.).

4.1		Form of Warrant dated October 25, 2012 (filed herewith).

4.2		Form of Agent Option dated October 25, 2012 (filed herewith).

4.3		Form of Subscription Agreement dated October 25, 2012 (filed herewith).

4.4		Form of Warrant dated January 2, 2013 (filed herewith).

4.5		Form of Agent Option dated January 2, 2013 (filed herewith).

4.6		Form of Subscription Agreement dated January 2, 2013 (filed herewith).

4.7		Form of Warrant dated September 9, 2013 (filed herewith).

4.8		Form of Broker Warrant dated September 9, 2013 (filed herewith).

4.9		Form of Warrant dated September 20, 2013 (filed herewith).

4.10		Form of Broker Warrant dated September 20, 2013 (filed herewith).

4.11		Form of Non-brokered Subscription Agreement dated September 9, 2013 and September 20, 2013 (filed herewith).

4.12		Form of Brokered Subscription Agreement dated September 9, 2013 and September 20, 2013 (filed herewith).

10.1		Patent Assignment Agreement between the Company and Frank Oakes, dated August 14, 2002 (included as Exhibit 4(a) to the Company’s Registration Statement on From 20-F filed on February 3, 2012, and incorporated herein by reference).

10.2		Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated October 2, 2000 (included as Exhibit 4(j) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).

10.3		Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated March 21,, 2005 (included as Exhibit 4(k) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, incorporated herein by reference).

10.4		Lease Agreement between the Company and Beachport Center, dated March 29, 2011 (included as Exhibit 4(l) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).

10.5		Supply Agreement between the Company and Neovacs S.A. for KLH raw material, effective January 1, 2008 (included as Exhibit 4(14) to the Company’s Amendment No. 2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).

10.6		Supply Agreement between the Company and Neovacs S.A. for KLH raw material, effective January 1, 2008 (included as Exhibit 4(15) to the Company’s Amendment No.2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).

10.7		Research Collaboration Agreement between the Company and Bayer Innovation GmbH, dated August 27, 2009 (included as Exhibit 4(16) to the Company’s Amendment No.2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).

10.8		Agreement between the Company and Life Diagnostics, effective October 18, 2011 (included as Exhibit 4(18) to the Company’s Amendment No. 2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).

10.9#		License Agreement between the Company and University of Guelph, dated July 24, 2013 (included as Exhibit 99.1to the Company’s Report on Form 6-K filed on August 30, 2013, and incorporated herein by reference).

10.10		Share Option Plan, as Amended, dated December 13, 2011 (included as Exhibit 10(b) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as reference).

10.11		Fixed Share Option Plan dated December 18, 2013 (included as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.12		Shareholder’s Rights Plan, as Amended, dated January 9, 2014 (included as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.13@		Performance Share Plan dated April 9, 2010 (included as Exhibit 10(d) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).

10.14		Advance Notice Policy, adopted October 31, 2013 (included as Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.15		Amendment One to the Lease Agreement between the Company and Beachport Center, dated June 24, 2014 (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.16		Sublease Amendment No. 2 to Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated October 2, 2000 (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.17		Sublease Amendment No. 1 to Sublease between the Company and the Port Hueneme Surplus Property Authority, dated March 21, 2005 (included as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

10.18		Collaboration Agreement by and between Stellar Biotechnologies, Inc. and Amaran Biotechnology, Inc. dated December 7, 2013 (filed herewith).

14.1		Code of Ethics and Business Conduct (included as Exhibit 99.4 to the Company’s Report on Form 6-K filed on August 14, 2014, and incorporated herein by reference).

21		Subsidiaries of Stellar Biotechnologies, Inc. (included as Exhibit 21 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.1 of the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

32.2		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.2 of the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

101.INS		XBRL Instance Document.*

101.SCH		XBRL Taxonomy Extension Schema Document.*

101.CAL		XBRL Taxonomy Calculation Linkbase Document.*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB		XBRL Taxonomy Label Linkbase Document.*

101.PRE		XBRL Taxonomy Presentation Linkbase Document.*

Previously Filed

Management contract or compensatory plan or arrangement

Confidential treatment has been granted for certain portions of this exhibit. Original copies have been filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 9, 2015	STELLAR BIOTECHNOLOGIES, INC.

	By:	/s/ Kathi Niffenegger
	Name: Kathi Niffenegger Title: Chief Financial Officer

Exhibit 4.1

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 26, 2013.

WITHOUT PRIOR APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”) AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ISSUED ON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 26, 2013.

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M. (PACIFIC TIME) ON OCTOBER 25, 2015.

WARRANT CERTIFICATE

(Relating to a Private Placement Announced on October 15, 2012)

STELLAR BIOTECHNOLOGIES, INC.

(Continued under the laws of the Province of British Columbia)

WARRANT

CERTIFICATE NO. 2012-__

__________WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby.

THIS IS TO CERTIFY THAT _____________ of ____________________________________ (hereinafter referred to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific time) (the "Expiry Time") on October 25, 2015 (the “Expiry Date”), one fully paid and non-assessable common share ("Common Share") in the capital of STELLAR BIOTECHNOLOGIES, INC. (the "Company").

These Warrants may only be exercised at the business office of the Company at 332 E. Scott Street, Port Hueneme, California 93041.

These Warrants are issued subject to the terms and conditions appended hereto as Schedule "A".

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized director of the Company.

DATED for reference the 25th day of October, 2012.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		Scott Davis, Chief Financial Officer

(See terms and conditions attached hereto)

SCHEDULE "A"

TERMS AND CONDITIONS FOR WARRANT

(Relating to a Private Placement Announced on October 15, 2012)

Terms and Conditions attached to the Warrant issued by STELLAR BIOTECHNOLOGIES, INC.. (the “Company”) and dated for reference the 25th day of October, 2012.

ARTICLE 1

INTERPRETATION

1.1

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a)

"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;

(b)

"Company" means STELLAR BIOTECHNOLOGIES, INC. unless and until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter "Company" shall mean such successor corporation;

(c)

"Company's Auditors" means an independent firm of accountants duly appointed as auditors of the Company;

(d)

"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares are listed and posted for trading;

(e)

“Exercise Date” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;

(f)

"Exercise Price" means the price of $0.40 per share if exercised on or before October 25, 2015;

(g)

"Expiry Time" means 5:00 p.m. (Pacific Time) on the Expiry Date;

(h)

“Expiry Date” means October 25, 2015.

(i)

"herein", "hereby" and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms and Conditions;

(j)

"Issue Date" means the issue date of the Warrant shown on the face page of the Warrant Certificate;

(k)

"person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(l)

“Subscription Form” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;

(m)

"Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(n)

"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.

1.2

Interpretation Not Affected by Headings

(a)

The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof.

(b)

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3

Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.

ARTICLE 2

ISSUE OF WARRANT

2.1

Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2

Additional Warrants

Subject to any other written agreement between the Company and the Warrantholder, the Company may at any time and from time to time undertake further equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase Common Shares to any person.

2.3

Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a)

the Company shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

(b)

the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction or theft of the Warrant Certificate, shall furnish to the Company such evidence of loss, destruction, or theft as shall be satisfactory to the Company in its discretion and the Company may also require the holder to furnish indemnity in an amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.

2.4

Warrantholder Not a Shareholder

The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.

ARTICLE 3

EXERCISE OF THE WARRANT

3.1

Method of Exercise of the Warrant

The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, prior to the Expiry Time, by the holder surrendering this Warrant Certificate, with a duly completed and executed subscription form substantially in the form attached hereto as Schedule "B" (the “Subscription Form”) and a certified cheque, bank draft or a money order payable to or to the order of the Company, for the Exercise Price applicable at the time of surrender in respect of the Common Shares subscribed for in lawful money of Canada, to the Company.

3.2

Effective Date of Exercise of the Warrant

This Warrant Certificate together with such Exercise Form, certified cheque, bank draft or money order will be deemed to be so surrendered and exercised only upon actual receipt thereof by the Company as set out above (the “Exercise Date”).

3.3

Effect of Exercise of the Warrant

(a)

Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment; and

(b)

Within five business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.

3.4

Subscription for Less than Entitlement

The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the holder shall be entitled to receive a new Warrant Certificate with respect to the remaining balance of the Common Shares purchasable under this Warrant Certificate.

3.5

Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall be void and of no effect.

3.6

Hold Periods and Legending of Share Certificate

If any of the Warrants are exercised prior to February 26, 2013, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legends:

“Unless permitted under securities legislation, the holder of the securities shall not trade the securities before February 26, 2013.”

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until February 26, 2013.”

ARTICLE 4

ADJUSTMENTS

4.1

Adjustments

The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:

(a)

in the event the Company shall:

(i)

pay a dividend in Common Shares or make a distribution in Common Shares;

(ii)

subdivide its outstanding Common Shares;

(iii)

combine its outstanding Common Shares into a smaller number of Common Shares; or

(iv)

issue by reclassification of its Common Shares other securities of the Company (including any such reclassification in connection with a consolidation, merger, amalgamation or other combination in which the Company is the surviving corporation);

the number of Common Shares (or other securities) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b)

In case the Company shall issue rights, options or warrants to all or substantially all holders of its outstanding Common Shares, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase Common Shares at a price per share which is lower than 95% of the current market price at the record date mentioned below than the then current market price per Common Share (as determined in accordance with subsection (d) below), the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such rights, options or warrants plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the current market price per Common Share at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.

(c)

In case the Company shall distribute to all or substantially all holders of its Common Shares evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subsection (a) above or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in subsection (b) above)), then in each case the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per Common Share (as determined in accordance with subsection (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per Common Share less the then fair value (as determined by the board of directors of the Company, acting reasonably) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

In the event of the distribution by the Company to all or substantially all of the holders of its Common Shares of shares of a subsidiary or securities convertible or exercisable for such shares, then in lieu of an adjustment in the number of Common Shares purchasable upon the exercise of each Warrant, the Warrantholder of each Warrant, upon the exercise thereof, shall receive from the Company, such subsidiary or both, as the Company shall reasonably determine, the shares or other securities to which such Warrantholder would have been entitled if such Warrantholder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this section 4.1 provided, however, that no adjustment in respect of dividends or interest on such shares or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant.

(d)

For the purpose of any computation under subsections (b) and (c) of this section 4.1, the current market price per Common Share at any date shall be the weighted average price per Common Share for twenty-five (25) consecutive trading days, commencing not more than 45 trading days before such date on the stock exchange on which the Common Shares are then traded; provided if the Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the largest volume of Common Shares were traded during such twenty-five (25) consecutive trading day period. The weighted average price per Common Share shall be determined by dividing the aggregate sale price of all Common Shares sold on such exchange or market, as the case may be, during the said twenty-five (25) consecutive trading days by the total number of shares so sold. For purposes of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business. Should the Common Shares not be listed on any stock exchange the current market price per Common Share at any date shall be determined by the board of directors of the Company, acting reasonably.

(e)

In any case in which this Article 4 shall require that any adjustment in the Exercise Price be made effective immediately after a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuance, to the holder of any Warrant exercised after that record date, of the Common Shares and other shares of the Company, if any, issuable upon the exercise of the Warrant over and above the Common Shares and other shares of the Company; provided, however, that the Company shall deliver to the holder an appropriate instrument evidencing the holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(f)

No adjustment in the number of Common Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Common Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one-hundredth of a share.

(g)

Wherever the number of Common Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Common Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Common Shares purchasable immediately thereafter.

(h)

No adjustment in the number of Common Shares purchasable upon the exercise of each Warrant need be made under subsections (b) and (c) if, the Company issues or distributes to the Warrantholder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those subsections which the Warrantholder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto.

(i)

In the event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Warrantholder shall become entitled to purchase any securities of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in subsections (a) through (h), inclusive, above, and the provisions of sections 4.2 through 4.4, inclusive, of this Article 4 with respect to the Common Shares, shall apply on like terms to any such other securities.

(j)

Upon the expiration of any rights, options, warrants or conversion or exchange privileges, if any thereof shall not have been exercised, the Exercise Price and the number of Common Shares purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if:

(i)

the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights; and

(ii)

such Common Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised;

provided further, that no such readjustment shall have the effect of increasing the Exercise Price or decreasing the number of Common Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made with respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

4.2

Voluntary Adjustment by the Company

Subject to requisite Exchange approval, the Company may, at its option, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.

4.3

Notice of Adjustment

Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Company shall promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment or adjustments.

4.4

No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5

Preservation of Purchase Rights Upon Merger, Consolidation, etc.

In connection with any consolidation of the Company with, or amalgamation or merger of the Company with or into, another corporation (including, without limitation, pursuant to a "takeover bid", "tender offer" or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action, and the Warrantholder shall be bound to accept such shares and other securities and property in lieu of the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the term of a Warrant or upon the exercise of a Warrant. Any such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Schedule "A". The provisions of this Article 4 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.

4.6

Determination of Adjustments

If any questions shall at any time arise with respect to the Exercise Price, such question shall be conclusively determined by the Company's Auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario, that the Company may designate and the Warrantholder, acting reasonably, may approve, and who shall have access to all appropriate records and such determination shall be binding upon the Company and the holder.

ARTICLE 5

COVENANTS BY THE COMPANY

5.1

Reservation of Common Shares

The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate.

ARTICLE 6

MERGER AND SUCCESSORS

6.1

Company May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate same, provided, however, that the corporation formed by such consolidation, amalgamation or merger or which acquires by conveyance or transfer all or substantially all the properties and estates of the Company as an entirety shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company.

6.2

Successor Company Substituted

In case the Company, pursuant to section 6.1 shall be consolidated, amalgamated or merged with or into any other corporation or corporations or shall convey or transfer all or substantially all of its properties and estates as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall have been consolidated, amalgamated or merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Company hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as may be appropriate in view of such amalgamation, merger or transfer.

ARTICLE 7

AMENDMENTS

7.1

Amendment, etc.

This Warrant Certificate may only be amended by a written instrument signed by the parties hereto.

ARTICLE 8

MISCELLANEOUS

8.1

Time

Time is of the essence of the terms of this Warrant Certificate.

8.2

Notice

Any notice or other communication to be given in connection with this Warrant Certificate must be in writing and given by personal delivery to the following addresses:

For the Company:

Stellar Biotechnologies, Inc.

332 E. Scott Street

Port Hueneme, California 93041

For the Warrantholder:

8.3

Transfer of Warrants

Subject to applicable securities legislation and the rules, policies, notices and orders issued by applicable securities regulatory authorities, including the TSX Venture Exchange (or any other stock exchange on which the Common Shares are listed), the Warrants evidenced hereby (or any portion thereof) may be assigned or transferred by the holder by duly completing and executing the transfer form attached hereto as Schedule “C”. The rights and obligations of the parties hereunder shall be binding upon and enure to the benefit of their successors and permitted assigns.

SCHEDULE "B"

SUBSCRIPTION FORM

(Private Placement Announced October 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

The undersigned Holder of the within Warrants hereby subscribes for common shares (the “Common Shares”) of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) pursuant to the within Warrants at $0.40 per Common Share on the terms specified in the said Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the Common Shares.

In connection with this subscription: (check one):

1. ¨	The undersigned hereby certifies that (i) it 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”), the definition of which includes, but is not limited to, any individual resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, and any estate or trust of which any administrator, executor or trustee is a U.S. Person), (ii) at the time of exercise it is not within the United States and it did not execute and deliver this subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant Certificate for or on behalf of any U.S. Person or person within the United States.

2. ¨	The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

3. ¨	The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Company for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii) it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Company for its account and remains an Accredited Investor on the date of exercise of the Warrants.

Note: The Common Shares will not be registered or delivered to a U.S. address unless the undersigned has checked box 2 or box 3 above and satisfied the applicable requirements thereof. A legend will be placed on any Common Shares issued pursuant to box 2 or box 3 above to the effect that the Common Shares may not be transferred except pursuant to an exemption from registration under the U.S. Securities Act and all applicable state securities laws.

The undersigned hereby directs that the Common Shares be registered as follows:

Name(s) in full	Address	Number of Common Shares

DATED this day of , 20 .

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

The signature to the subscription must be the signature of the person appearing on the face of the Warrant Certificate.

If there is more than one holder of the Warrants, all holders must sign.

In the case of persons signing by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE "C"

TRANSFER FORM

(Private Placement Announced October 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name), of (address), Warrants of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within warrant certificate and irrevocably appoints the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

The undersigned hereby certifies that the transfer of these securities is not being made to, and the offer of these securities was not made to, and the person named above is not, a person in the United States (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended).

DATED this day of, , 20 _.


(Witness)		(Signature of Registered Warrant Holder)

		(Print name of Registered Warrant Holder)

Signature of transferor guaranteed by:

	*
* Authorized Signature Number

NOTE: The signature of the Holder to this assignment must correspond exactly with the name of the Holder as set forth on the face of this Warrant certificate in every particular, without alteration or enlargement or any change whatsoever and the signature must be guaranteed by a Canadian chartered bank or by a Canadian trust company or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program.

Instructions:

Signature of transferor must be the signature of the person appearing on the face of the Warrant Certificate.

If there is more than one person appearing on the face of the Warrant Certificate, all must sign.

If the Transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

If the Warrant certificate and the form of transfer are being forwarded by mail, registered mail must be employed.

Exhibit 4.2

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 26, 2013.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 26, 2013.

THESE OPTIONS AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

____________

OPTIONS

OPTION CERTIFICATE

STELLAR BIOTECHNOLOGIES, INC.

332 E. Scott Street

Port Hueneme, California 93041

Tel: (805) 488-2800 / Fax: (805) 488-2889

THESE OPTIONS ARE NON-TRANSFERABLE.

THIS CERTIFIES that, for value received:

__________________________

(hereinafter referred to as the "Holder")

is the registered holder of that number of Options (collectively, the "Options") of Stellar Biotechnologies, Inc. (the "Issuer") set forth above.

Underlying Securities and Exercise Terms

Subject to adjustment as herein provided, each Option entitles the Holder to purchase one unit (collectively, the "Units") of the Issuer at a price of CDN$0.25 per Unit until 5:00 pm (Pacific Time) on October 25, 2015. Each Unit shall be comprised of one common share (collectively, the "Shares") of the Issuer as constituted on October 25, 2012, and one non-transferable share purchase warrant (collectively, the "Warrants"). Each Warrant shall entitle the holder thereof to purchase one common share (collectively, the "Warrant Shares") of the Issuer as constituted on October 25, 2012, at a price of CDN$0.40 per Warrant Share if exercised on or before 5:00 pm (Pacific Time) on October 25, 2015. The form of certificate representing the Warrants shall be as attached hereto as Schedule "B". The Options, Shares, Warrants and Warrant Shares are collectively referred to herein as the "Securities".

The Issuer covenants that the Shares, when issued upon the due exercise of the Options, will be fully paid and non- assessable securities, and will be free and clear of all liens, charges and encumbrances. The Issuer covenants that, until the expiry of the Options, it will have reserved a sufficient number of common shares to provide for the exercise of the rights represented by the Options and the underlying Warrants issuable on exercise thereof.

Options Exercise Procedure

The Options may be exercised at any time prior to the expiry of the Options by surrendering to the Issuer:

(a)

this Option Certificate;

(b)

the Subscription Form attached as Schedule "A" hereto, duly completed and executed; and

(c)

a certified cheque, bank draft, money order or wire transfer made payable to the Issuer in the aggregate amount of the exercise price,

at its head office stated above or such other office or agency of the Issuer as it may designate by notice in writing delivered to the Holder at the Holder's address stated above. Upon the due exercise of the Options, the Issuer shall issue or cause to be issued the requisite number of Units to be issued to the Holder pursuant to said exercise, registered in the name of the Holder or such other person as may be specified in the Subscription Form, and each such person shall be deemed the holder of such Units with effect from the date of such exercise. If Units are to be issued to a person other than the Holder, the Holder's signature on the Subscription Form must be guaranteed by a Canadian chartered bank, a Canadian trust company or a member firm of the TSX Venture Exchange. The Issuer will cause the certificates representing such Shares and Warrants to be mailed to the Holder at the Holder's address stated above or such other address(es) as may be specified in the Subscription Form, within five business days of the exercise of the Options.

Upon the due exercise of an Option, the Option shall be deemed tendered for purposes thereof by the Holder without further notice or action by the Holder, and all rights under such Option, other than the right to receive certificates representing the Shares and Warrants to which the Holder is entitled on such exercise, shall wholly cease and terminate and such Option shall be void and of no further effect or value.

Partial Exercise, Exchange and Replacement of Certificates

The Options represented by this Option Certificate may be exercised in whole or in part from time to time. If the Options are exercised in part, the Issuer shall deliver, with the Units issued pursuant to such exercise, a new Option Certificate representing the balance of the Options remaining unexercised.

This Option Certificate may be exchanged, upon its surrender to the Issuer and payment of such administration fee, not exceeding CDN$10.00, as the Issuer may require, for new Option Certificates of like tenor in denominations which in the aggregate represent the number of Options represented hereby.

If this Option Certificate is lost, stolen, mutilated or destroyed, the Issuer may on such reasonable terms as it may in its discretion impose, including but not limited to the payment of any administration fee, not exceeding CDN$10.00, and the provision of any indemnity by the Holder, issue and countersign a new Option Certificate of like tenor, denomination and date as the Option Certificate so lost, stolen, mutilated or destroyed.

All Options shall rank pari passu, notwithstanding the actual date of issue thereof.

Holding of Options

The Issuer may treat the Holder as the absolute owner of the Options represented hereby for all purposes, and the Issuer shall not be affected by any notice or knowledge to the contrary except where the Issuer is required to take notice by statute or by order of a court of competent jurisdiction.

Nothing in this Option Certificate or in the holding of an Option evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Issuer or entitle the Holder to any right or interest in respect of any Shares except as herein expressly provided.

Resale Restrictions and Legending Of Certificates

The Options have been, and the Shares, Warrants and Warrant Shares will be, issued pursuant to an exemption (an "Exemption ") from the registration and prospectus requirements of applicable securities law. To the extent that the Issuer relies on such Exemption, the Shares, Warrants and Warrant Shares may be subject to restrictions on resale and transferability contained in applicable securities laws.

In the event that any of the Securities are subject to a hold period, or any other restrictions on resale and transferability, the Issuer may place a legend on the certificates representing the Securities as may be required under applicable securities laws, or as it may otherwise deem necessary or advisable.

Capital Adjustments

If at any time after the date hereof and prior to the expiry of the Options, and provided that any Options remain unexercised, there shall be:

(a)

a reclassification of the Issuer's common shares, a change in the Issuer's common shares into other shares or securities, a subdivision or consolidation of the Issuer's common shares into a greater or lesser number of common shares, or any other capital reorganization, or

(b)

a consolidation, amalgamation or merger of the Issuer with or into any other corporation other than a consolidation, amalgamation or merger which does not result in any reclassification of the Issuer's outstanding common shares or a change of the Issuer's common shares into other shares or securities,

(any of such events being called a "Capital Reorganization") any Holders who shall thereafter acquire Securities pursuant to the Options shall be entitled to receive, at no additional cost, and shall accept in lieu of the number of Securities to which such Holder was theretofore entitled to acquire upon such exercise, the aggregate number of shares, other securities or other property which such Holder should have been entitled to receive as a result of such Capital Reorganization if, on the effective date or record date thereof as the case may be, the Holder had been the registered holder of the number of Securities to which such Holder was theretofore entitled to acquire upon exercise of the Options. If determined appropriate by the Issuer acting reasonably, appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interests of the Holder relative to a Capital Reorganization, to the end that the provisions set forth herein shall correspond as nearly as may be reasonably possible to the effect of the Capital Reorganization in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Options.

In case the Issuer, after the date hereof, shall take any action affecting any securities of the Issuer, other than as previously set out herein, which in the opinion of the directors would materially affect the rights and interests of the Holder hereunder, the number of Securities or other securities which shall be issuable on the exercise of the Options shall be adjusted in such manner, if any, and at such time as the directors, in their sole discretion, may determine to be equitable in the circumstances, provided that no such adjustment will be made unless all necessary regulatory approvals, if any, have been obtained. In the event of any question arising with respect to any adjustment provided for herein, such question shall be conclusively determined by a firm of chartered accountants appointed by the Issuer at its sole discretion (who may be the Issuer's auditors) and any such determination shall be binding upon the Issuer and the Holder.

No adjustment shall be made in respect of any event described herein if the Holder is entitled to participate in such event on the same terms, without amendment, as if the Holder had exercised the Options prior to or on the effective date or record date of such event. The adjustments provided for herein are cumulative and such adjustments shall be made successively whenever an event referred to herein shall occur, subject to the limitations provided for herein. No adjustment shall be made in the number or kind of Securities or other securities which may be acquired on the exercise of an Option unless it would result in a change of at least one-tenth of a Security or other security. Any adjustment which may by reason of this paragraph not be required to be made shall be carried forward and then taken into consideration in any subsequent adjustment.

Notwithstanding any adjustments provided for herein or otherwise, the Issuer shall not be required, upon the exercise of any Options, to issue fractional Securities or other securities in satisfaction of its obligations hereunder and, except as provided for herein, any fractions shall be eliminated. To the extent that the Holder would otherwise be entitled to acquire a fraction of a Security or other security, such right may be exercised in respect of such fraction only in combination with other rights which in the aggregate entitle the Holder to acquire a whole number of Securities or other securities. The Holder shall be entitled, upon the elimination of any fraction of a Security or other security, to be paid in cash for the fair market value for the securities so eliminated. always provided that the Issuer shall not be required to make any payment if for less than CDN$10.00.

Miscellaneous Provisions

Any delivery or surrender of documents shall be valid and effective if delivered personally or if sent by registered letter postage prepaid. and any notice shall be valid and effective if made in writing and transmitted as aforementioned or if transmitted by facsimile with confirmed receipt, in each case addressed to:

(a)

If to the Issuer,

Stellar Biotechnologies, Inc.

332 E. Scott Street

Port Hueneme, California 93041

Tel: (805) 488-2800 / Fax: (805) 488-2889

(b)

if to the Holder, at its address appearing on page 1 of this Option Certificate,

and such shall be deemed to have been effectively made and received on the date of personal delivery, if delivered; on the fourth business day after the time of mailing or upon actual receipt, whichever is sooner, if sent by registered letter (except the delivery of documents to exercise the Options, in which case actual receipt is required); or on the first business day after the time of facsimile transmission. if sent by facsimile. In the case of a disruption in postal services, any delivery or surrender of documents or notice sent by mail shall not be deemed to have been effectively made or received until it is actually delivered. The Issuer and the Holder may from time to time change their address for service hereunder by notice in writing delivered in one of the foregoing manners.

Except as herein provided, any and all of the rights conferred upon the Holder herein may be enforced by the Holder through appropriate legal proceedings. No recourse under or upon any covenant, obligation or agreement herein contained shall be had against any shareholder, officer or director of the Issuer, either directly or through the Issuer, it being expressly agreed and declared that the obligations under the Options are solely corporate obligations of the Issuer and no personal liability whatsoever shall attach to or be incurred by the shareholders, officers or directors of the Issuer in respect thereof. This Option Certificate shall be binding upon the Issuer and its successors.

This Option Certificate shall be governed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties hereby attorn to the jurisdiction of the courts of the Province of British Columbia in the event of any dispute hereunder. Time shall be of the essence hereof.

IN WITNESS WHEREOF the Issuer has caused this Option Certificate to be signed by its duly authorized officer on October 25, 2012.

STELLAR BIOTECHNOLOGIES, INC.

By:
	Darrell Brookstein, Director

SCHEDULE ‘A’

SUBSCRIPTION FORM TO OPTION CERTIFICATE

(Private Placement Announced September 20, 2010)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

The Undersigned, being the registered holder of the attached Option Certificate of the Issuer, does hereby irrevocably exercise _____________________of the Options evidenced thereby in accordance with the terms thereof, and accordingly hereby irrevocably subscribes for the Units (as described therein) to be received thereon and irrevocably surrenders the Option Certificate to the Issuer for such purpose. This subscription is accompanied by a certified cheque, bank draft or wire transfer payable to the Issuer for the whole amount of the purchase price of the Units.

In connection with this subscription: (check one):

1. ¨

The undersigned hereby certifies that (i) it 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”), the definition of which includes, but is not limited to, any individual resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, and any estate or trust of which any administrator, executor or trustee is a U.S. Person), (ii) at the time of exercise it is not within the United States and it did not execute and deliver this subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant Certificate for or on behalf of any U.S. Person or person within the United States.

2. ¨

The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Issuer to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

3. ¨

The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Issuer for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii) it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Issuer for its account and remains an Accredited Investor on the date of exercise of the Warrants.

Note: The common shares and warrant certificates comprising the Units will not be registered or delivered to a U.S. address unless the undersigned has checked box 2 or box 3 above and satisfied the applicable requirements thereof. A legend will be placed on any Common Shares issued pursuant to box 2 or box 3 above to the effect that the Common Shares may not be transferred except pursuant to an exemption from registration under the U.S. Securities Act and all applicable state securities laws.

The undersigned hereby directs that the Units be registered as follows:

Name(s) in full	Address	Number of Units

DATED this ________ day of ________________________, 20 ___.

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

The signature to the subscription must be the signature of the person appearing on the face of the Option Certificate.

If the Option Certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE ‘B’

WARRANT CERTIFICATE TO OPTION CERTIFICATE

(Private Placement Announced October 15, 2012)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 26, 2013.

U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE
5:00 P.M. (PACIFIC TIME) ON OCTOBER 25, 2015.

WARRANT CERTIFICATE

(Relating to a Private Placement Announced on October 15, 2012)

STELLAR BIOTECHNOLOGIES, INC.

(Continued under the laws of the Province of British Columbia)

WARRANT

CERTIFICATE NO. 2012-t

t WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby.

THIS IS TO CERTIFY THAT _____________________ of ___________________________________ (hereinafter referred to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific Time) (the "Expiry Time") on October 25, 2015 (the “Expiry Date”), one fully paid and non-assessable common share ("Common Share") in the capital of STELLAR BIOTECHNOLOGIES, INC. (the "Company").

These Warrants may only be exercised at the head office of the Company at 332 E. Scott Street, Port Hueneme, California 93041.

These Warrants are issued subject to the terms and conditions appended hereto as Schedule "A".

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized director of the Company.

DATED for reference t.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		Authorized Signatory

(See terms and conditions attached hereto)

SCHEDULE "A"

TERMS AND CONDITIONS FOR WARRANT

(Relating to a Private Placement Announced on October 15, 2012)

Terms and Conditions attached to the Warrant issued by STELLAR BIOTECHNOLOGIES, INC. (the “Company”) and dated for reference t.

ARTICLE 1
INTERPRETATION

1.1

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a)

"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;

(b)

(c)

"Company's Auditors" means an independent firm of accountants duly appointed as auditors of the Company;

(d)

"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares are listed and posted for trading;

(e)

“Exercise Date” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;

(f)

"Exercise Price" means the price of CDN$0.40 per share if exercised on or before October 25, 2015;

(g)

"Expiry Time" means 5:00 p.m. (Pacific Time) on the Expiry Date;

(h)

“Expiry Date” means October 25, 2015.

(i)

(j)

"Issue Date" means the issue date of the Warrant shown on the face page of the Warrant Certificate;

(k)

"person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(l)

“Subscription Form” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;

(m)

"Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(n)

"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.

1.2

Interpretation Not Affected by Headings

(a)

(b)

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3

Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.

ARTICLE 2
ISSUE OF WARRANT

2.1

Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2	Additional Warrants

2.3	Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a)	the Company shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

(b)

2.4	Warrantholder Not a Shareholder

The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.

ARTICLE 3
EXERCISE OF THE WARRANT

3.1

Method of Exercise of the Warrant

3.2	Effective Date of Exercise of the Warrant

3.3	Effect of Exercise of the Warrant

(a)	Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment; and

(b)	Within five business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.

3.4	Subscription for Less than Entitlement

(a)	the return of the Warrant Certificate with a notation on the Grid attached hereto as Schedule "C" showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased; or

(b)	to receive a new Warrant Certificate with respect to the remaining balance of the Common Shares purchasable under this Warrant Certificate.

3.5	Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall be void and of no effect.

3.6	Hold Periods and Legending of Share Certificate

If any of the Warrants are exercised prior to February 26, 2013, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legends:

“Unless permitted under securities legislation, the holder of the securities shall not trade the securities before February 26, 2013.”

ARTICLE 4
ADJUSTMENTS

4.1

Adjustments

The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:

(a)	in the event the Company shall:

(i)

pay a dividend in Common Shares or make a distribution in Common Shares;

(ii)

subdivide its outstanding Common Shares;

(iii)

combine its outstanding Common Shares into a smaller number of Common Shares; or

(iv)

(b)

(c)

(d)

For the purpose of any computation under subsections (b) and (c) of this section 4.1, the current market price per Common Share at any date shall be the weighted average price per Common Share for twenty- five (25) consecutive trading days, commencing not more than 45 trading days before such date on the stock exchange on which the Common Shares are then traded; provided if the Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the largest volume of Common Shares were traded during such twenty-five (25) consecutive trading day period. The weighted average price per Common Share shall be determined by dividing the aggregate sale price of all Common Shares sold on such exchange or market, as the case may be, during the said twenty-five (25) consecutive trading days by the total number of shares so sold. For purposes of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business. Should the Common Shares not be listed on any stock exchange the current market price per Common Share at any date shall be determined by the board of directors of the Company, acting reasonably.

(e)

(f)

(g)

(h)

(i)

(j)

(i)

the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights; and

(ii)

4.2	Voluntary Adjustment by the Company

4.3	Notice of Adjustment

4.4	No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5	Preservation of Purchase Rights Upon Merger, Consolidation, etc.

4.6	Determination of Adjustments

ARTICLE 5

COVENANTS BY THE COMPANY

5.1

Reservation of Common Shares

ARTICLE 6
MERGER AND SUCCESSORS

6.1

Company May Consolidate, etc. on Certain Terms

6.2	Successor Company Substituted

ARTICLE 7
AMENDMENTS

7.1

Amendment, etc.

This Warrant Certificate may only be amended by a written instrument signed by the parties hereto.

ARTICLE 8
MISCELLANEOUS

8.1

Time

Time is of the essence of the terms of this Warrant Certificate.

8.2

Notice

Any notice or other communication to be given in connection with this Warrant Certificate must be in writing and given by personal delivery to the following addresses:

	For the Company:	Stellar Biotechnologies, Inc.
		332 E. Scott Street
		Port Hueneme, California 93041

	For the Warrantholder:	__________________________ __________________________

8.3	Transfer of Warrants

The Warrants evidenced hereby (or any portion thereof) are not transferable.

SCHEDULE "B"

SUBSCRIPTION FORM

(Private Placement Announced October 25, 2010)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

In connection with this subscription: (check one):

1. ¨

2. ¨

The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

3. ¨

The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Company for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii) it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Company for its account and remains an Accredited Investor on the date of exercise of the Warrants.

The undersigned hereby directs that the Common Shares be registered as follows:

Name(s) in full	Address	Number of Common Shares

DATED this________ day of _______________________, 20 ____.

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

The signature to the subscription must be the signature of the person appearing on the face of the Warrant Certificate.

If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE "C"

WARRANT EXERCISE GRID

(Private Placement Announced October 15, 2012)

RELATING TO WARRANT CERTIFICATE NO. 2010-t

Common Shares Issued	Common Shares Available	Initials of Authorized Officer

Exhibit 4.3

STELLAR BIOTECHNOLOGIES, INC.

(the “Corporation”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(CDN $0.25 UNITS)

INSTRUCTIONS TO SUBSCRIBER

All Subscribers must sign and deliver to Stellar Biotechnologies, Inc. at its Canadian office, 1868 King George Blvd., South Surrey, British Columbia, V4A 5A1 (Tel: 604-306-8854 / Fax: 604-535-4454):

All Subscribers:

A completed and executed copy of this Agreement;

A Schedule II (TSX Personal Information Acknowledgement and Consent);

A certified cheque, bank draft or wire transfer payable to the Corporation;

Each Subscriber Must Complete One of the Following:

If the Subscriber is an “Accredited Investor” resident anywhere, except the United States, a completed and signed Schedule III (Accredited Investor Certificate – Non-United States Residents Only);

If the Subscriber is a resident of the United States and is an “Accredited Investor” as that term is defined in Regulation D under the United States Securities Act of 1933, a completed and signed Schedule IV (Accredited Investor Certificate - United States Residents Only);

If the Subscriber is not an “accredited investor” but is a director, executive officer, control person of the Corporation, or of an affiliate of the Corporation or founder of the Corporation, or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a director, executive officer, control person or founder of the Corporation or a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Corporation and is not resident in Ontario or Saskatchewan, a completed and signed Schedule V (Family, Friends and Business Associates Certificate);

If the Subscriber is not an “accredited investor” but is a founder or control person of the Corporation or a spouse, parent, grandparent, brother, sister, grandchild or child of an executive officer, director or founder of the Corporation and a resident of Ontario, a completed Schedule VI (Founder, Control Person and Family Certificate – Ontario Residents Only);

If the Subscriber is not an “accredited investor”, but is a close personal friend or business associate of a founder, director, executive officer or control person of the issuer, or of an affiliate of the Corporation and is a resident of Saskatchewan, then complete and sign Schedule VII (“Risk Acknowledgement – Saskatchewan Residents Only”);

If the Subscriber is not an “accredited investor”, but is buying securities having an aggregate cost of at least CDN$150,000 and is not a resident of the United States or offshore, then complete and sign Schedule VIII (“Minimum Investment Amount Certificate – Non United States Residents or Offshore Residents”);

10.

If the Subscriber is not a resident of Canada or the United States of America and did not sign this subscription agreement in Canada or the United States of America, a completed and signed Schedule IX (Confirmation of Residence Outside of Canada and the United States of America – Non Resident Certificate);

Each Subscriber Who Is Not an Individual Must Complete the Following:

11.

If the Subscriber is a portfolio manager or is not an individual (that is, the Subscriber is a corporation, partnership, trust or entity other than an individual), and does not have a current accurate Form 4C - Corporate Placee Registration Form on file with the TSX Venture Exchange, a completed and signed Schedule X.

SUBSCRIPTION AGREEMENT

TO:

STELLAR BIOTECHNOLOGIES, INC.

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from STELLAR BIOTECHNOLOGIES, INC. (the “Corporation”) that number of units of the Corporation (the “Units”) set out below at a price of CDN $0.25 per Unit. Each Unit consists of one common share in the capital of the Corporation (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Corporation (a “Warrant Share”) at a price of CDN $0.40 per Warrant Share until 5:00 p.m. (Vancouver time) on the date which is three years following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “General Provisions” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below



(Name of Subscriber)

Account Reference (if applicable):

By:
Authorized Signature


(Official Capacity or Title – if the Subscriber is not an individual)

(Name of individual whose signature appears above if different than the name of the subscriber printed above.)


(Subscriber’s Address, including Municipality and Province)


(Telephone Number)	(Email Address)


Number of Units			x CDN $0.25

=

Aggregate Subscription Price: ______________________
(the “Subscription Amount”)

Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.

(Name of Disclosed Principal)

(Address of Disclosed Principal)

(Account Reference, if applicable)

Share Certificate Registration Information: (indicate exactly how you want to be registered on the share and warrant certificate)

(Name)

(Address, including Postal Code)


Delivery Instructions as set forth below:


(Name)

(Account Reference, if applicable)

(Address)

(Contact Name)	(Telephone Number)

Number and kind of securities of the Corporation held, directly or indirectly, if any:

1.	State whether Subscriber is an Insider of the Corporation:

	Yes ¨ No ¨

2.	State whether Subscriber is a member of the Pro Group:

	Yes ¨ No ¨

3.	If applicable, the Subscriber has on file with the Exchange a current Form 4C

	Yes ¨ No ¨

GENERAL PROVISIONS

DEFINITIONS

1.1 In this Subscription Agreement (including the first page (instruction page), page 2 (cover page), the General Provisions and Schedules incorporated by reference, the following words have the following meanings unless otherwise indicated:

(a)

“1933 Act” means the United States Securities Act of 1933, as amended;

(b)

“Applicable Legislation” means the Securities Legislation Applicable to the Corporation and all legislation incorporated in the definition of this term in other parts of this Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions;

(c)

“Closing” means the completion of the sale and purchase of the Purchased Securities;

(d)

“Closing Date” has the meaning assigned in the Term Sheet;

(e)

“Commissions” means the Commissions with Jurisdiction over the Corporation and the securities commissions incorporated in the definition of this term in other parts of this Subscription Agreement;

(f)

“Exchange” has the meaning assigned in the Term Sheet;

(g)

“Final Closing” means the last closing under the Private Placement;

(h)

“General Provisions” means those portions of this Subscription Agreement headed “General Provisions”;

(i)

“Private Placement” means the offering of the Purchased Securities in the General Provisions of this Subscription Agreement;

(j)

“Public Record” means those documents filed in the website www.SEDAR.com;

(k)

“Purchased Securities” has the meaning assigned in the Term Sheet;

(l)

“Regulation S” means Regulation S promulgated under the 1933 Act;

(m)

“Regulatory Authorities” means the Commissions and the Exchange;

(n)

“Securities” has the meaning assigned in the Term Sheet;

(o)

“Subscription Agreement” means the instruction page, page 3 (cover page), the Term Sheet, the General Provisions and other Schedules incorporated by reference; and

(p)

“Terms” means those portions of this Subscription Agreement headed “General Provisions” and “Term Sheet”.

1.2 In this Subscription Agreement, the following terms have the meanings defined in Regulation S: “Directed Selling Efforts”, “Foreign Corporation”, “Substantial U.S. Market Interest”, “U.S. Person” and “United States”.

1.3 In this Subscription Agreement, unless otherwise specified, currencies are indicated in Canadian dollars.

1.4 In this Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in this Subscription Agreement.

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

2.1 Acknowledgements concerning offering

The Subscriber acknowledges that:

(a)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(b)

there is no government or other insurance covering the Securities;

(c)

there are risks associated with the purchase of the Securities;

(d)

there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;

(e)

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;

(f)

no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:

(i)

the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation;

(ii)

the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and

(iii)

the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and

(g)

2.2

Representations by all Subscribers

The Subscriber represents and warrants to the Corporation that, as at the Agreement Date and at the Closing:

(a)

if the Subscriber is purchasing the Securities as principal for its own account, the Subscriber is purchasing them for investment only and not for the benefit of any other person or for resale, distribution or other disposition of the Securities;

(b)

to the best of the Subscriber’s knowledge, the Securities were not advertised;

(c)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase the Securities;

(ii)

that any person will refund the purchase price of the Purchased Securities;

(iii)

as to the future price or value of any of the Securities; or

(iv)

that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange, other than the Shares and Warrant Shares on the Exchange;

(d)

this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;

(e)

the Subscriber (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;

(f)

the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Corporation that has not been generally disclosed to the public, except knowledge of this particular transaction;

(g)

the offer made by this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Corporation and approval of the Exchange;

(h)

the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to this Subscription Agreement and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber;

(i)

the Subscriber is not a “control person” of the Corporation as defined in the Applicable Legislation, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Corporation;

(j)

unless the Subscriber has completed and signed Schedule “IV”, the offer was not made to the Subscriber when the Subscriber was in the United States and, at the time the Subscriber’s buy order was made to the Corporation, the Subscriber was outside the United States;

(k)

unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not a U.S. Person;

(l)

unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not and will not be purchasing Purchased Securities for the account or benefit of any U.S. Person;

(m)

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(n)

this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber;

(o)

the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policies;

(p)

(q)

if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required;

(r)

it has relied solely upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact or otherwise made by or behalf of the Corporation or the Corporation; and

(s)

the funds representing the funds representing the aggregate purchase price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

2.3 Representations by residents of the United States:

The Subscriber represents and warrants to the Corporation that, as at the Agreement Date and at the Closing:

(a)

the Subscriber is resident of the United States of America, or is otherwise subject to the securities laws thereof;

(b)

understands the Securities have not and will not be registered under the 1933 Act or the securities laws of any state of the United States of America in which the Subscriber is resident and the sale contemplated hereby is being made in reliance on private placement exemptions to the Subscriber pursuant to Rule 506 of the 1933 Act;

(c)

the Subscriber, is an Accredited Investor as set out in the completed Schedule IV - U.S. Accredited Investor Certificate, delivered with this Agreement; and

(d)

has made the representations, warranties and covenants (which representations, warranties and covenants shall survive the Closing) to the Corporation (and acknowledges that the Corporation is relying thereon).

2.4 Representations by residents outside of Canada and the United States:

The Subscriber represents and warrants to the Corporation that, as of the Agreement Date and at the Closing:

(a)

is knowledgeable of, or has been independently advised as to the applicable securities laws and the applicable rules of any securities regulatory authorities having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Subscriber’s Units, if any;

(b)

is purchasing the Units pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemption;

(c)

the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any nature whosoever from any regulatory authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units; and

(d)

is complying with the requirements of all applicable securities legislation in the jurisdiction of its residence and will provide such evidence of compliance with all such matters as the Corporation may request.

2.5 Reliance, indemnity and notification of changes

The representations and warranties in this Subscription Agreement (including the Term Sheet, the General Provisions and the other schedules and appendices incorporated by reference) are made by the Subscriber with the intent that they be relied upon by the Corporation in determining its suitability as a Subscriber of Purchased Securities, and the Subscriber hereby agrees to indemnify the Corporation against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber set forth in this Subscription Agreement (including the Term Sheet, the General Provisions and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.

2.6 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

3.1 The Corporation represents and warrants to the Subscriber that, as of the date of this Agreement and at the Closing:

(a)

the Corporation and its subsidiaries, if any, are valid and subsisting corporations duly incorporated, continued or amalgamated and in good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated with respect to all acts necessary to maintain their corporate existence;

(b)

the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business and assets referred to in the Public Record, except as disclosed in the Public Record all agreements by which the Corporation holds an interest in a property, business or asset are in good standing according to their terms, and there has not been any breach of the applicable laws of the jurisdictions in which such properties, business and assets are situated which would have a material adverse effect on such properties, business and assets;

(c)

the Financial Statements accurately reflect the financial position of the Corporation as at the date thereof and have been properly prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) (up to and including audited financial statements for the year ended August 31, 2011) and International Financial Reports Standards (interim financial statements subsequent to August 31, 2011);

(d)

no adverse material changes in the financial position of the Corporation have taken place since the date of the latest balance sheet contained in the Financial Statements, except as has been publicly disclosed;

(e)

except for as provided in the Public Record, the Corporation and its subsidiaries are not currently a party to any actions, suits or proceedings which could materially affect the Corporation’s business or financial condition;

(f)

except as disclosed in the Public Record and for options granted in the ordinary course under the Corporation’s stock option plan, there are no outstanding options, warrants or other securities exercisable to purchase or convertible or exchangeable into common shares of the Corporation;

(g)

the Corporation has complied and will comply with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Units;

(h)

the issuance and sale of the Units by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Corporation is a party;

(i)

this Agreement has been duly authorized by all necessary corporate action on the part of the Corporation and, subject to acceptance by the Corporation, constitutes a valid obligation of the Corporation legally binding upon it and enforceable in accordance with its terms;

(j)

the issuance of the Securities, at the time of their issue, will have been approved by all requisite corporate action and any shares comprising part of the Securities, upon issue and delivery, will be validly issued as fully paid and non-assessable;

(k)

the Corporation is a reporting issuer under the BC Act and Alberta Act, its common shares are listed for trading on the Exchange; and

(l)

all consents, approvals, authorizations, orders or agreements of any stock exchanges, securities commissions or similar authorities in Canada, governmental agencies or regulators, courts or any other persons which may be required for the issuance of the Securities and the delivery of certificates representing the Securities to the Subscriber, shall be obtained and in effect prior to or on the date of delivery of such certificates.

3.2 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

CLOSING

4.1 The Subscriber acknowledges that, although Purchased Securities may be issued to other purchasers under the private placement concurrently with the Closing, there may be other sales of Purchased Securities under the private placement, some or all of which may close before or after the Closing.

4.2 On or before the end of the fifth business day before the Closing Date, the Subscriber will deliver to the Corporation this Subscription Agreement and all applicable schedules and required forms, duly executed, and payment in full for the total purchase price of the Purchased Securities to be purchased by the Subscriber by certified cheque, bank draft or wire transfer in Canadian dollars payable to “STELLAR BIOTECHNOLOGIES, INC.”.

4.3 At Closing or as soon as reasonably possible thereafter, the Corporation will deliver to the Subscriber the certificates representing the Purchased Securities purchased by the Subscriber registered in the name of the Subscriber or its nominee, or as directed by the Subscriber.

MISCELLANEOUS

5.1 The Subscriber agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by this Subscription Agreement.

5.2 The Subscriber hereby authorizes the Corporation to correct any minor errors in, or complete any minor information missing from any part of this Subscription Agreement and any other schedules, forms, certificates or documents executed by the Subscriber and delivered to the Corporation in connection with the Private Placement.

5.3 The Corporation may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Corporation of such faxed copy will be equally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms of this Subscription Agreement.

5.4 Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Corporation’s having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Corporation considers necessary.

5.5 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

5.6 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

5.7 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Corporation, or by anyone else.

5.8 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.

5.9 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

5.10 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 2.

5.11 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

5.12 This Subscription Agreement will be governed by and construed in accordance with the internal laws of British Columbia (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Subscription Agreement.

The Corporation hereby accepts the subscription for Units as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this day of , 2012.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		Authorized Signatory

SCHEDULE “I”

TERM SHEET

STELLAR BIOTECHNOLOGIES, INC.

(Capitalized terms have the meanings assigned in the Subscription Agreement.)

THE CORPORATION		Stellar Biotechnologies, Inc.

MINIMNUM/MAXIMUM OFFERING		There is no Minimum Offering. The Maximum Offering consists of 4,000,000 Units.

PURCHASED SECURITIES		The “Purchased Securities” are Units. Each Unit consists of one previously unissued common share, as presently constituted (a “Share”) and one transferable share purchase warrant (a “Warrant”) of the Corporation. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Corporation (a “Warrant Share”), at a price of CDN $0.40 per Warrant Share until the close of business on the day which is three years from the date of the issue of the Warrants.

TOTAL AMOUNT		CDN $1,000,000

PRICE		CDN $0.25 per Unit.

WARRANTS		The Warrants will be transferable, subject to compliance with applicable securities legislation.

		The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s common shares, the payment of stock dividends and the amalgamation of the Corporation.

		The issue of the Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.

SELLING JURISDICTIONS		The Units may be sold to eligible purchasers in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, the Yukon, Nunavut, Northwest Territories, the Maritimes, the United States and in certain “offshore” jurisdictions outside Canada and the United States, subject to receipt of all necessary regulatory approvals and compliance with applicable laws (the “Selling Jurisdictions”).

FINDER’S FEE		The Corporation may pay a finder’s fee to certain arm’s length parties at up to the maximum rates allowed by the Exchange. Such amounts will be paid either in cash or, at the discretion of the Issuer, the issuance of securities of the Corporation.

EXEMPTIONS		The offering will be made in accordance with the following exemptions from the prospectus requirements: (a) the “accredited investor” exemption (section 2.3 of National Instrument 45-106); (b) the United States “accredited investor exemption” (section 2.3 of National Instrument 45-106 and Rule 506 of Regulation D); (c) the British Columbia, Alberta, Manitoba, Quebec, Yukon, Nunavut, Northwest Territories and Maritime “family, friends and business associates” exemption (section 2.5 of National Instrument 45-106); (d) the Saskatchewan “family, friends and business associates” exemption (section 2.6 of National Instrument 45-106); (e) the Ontario “founder, control person and family exemption” (section 2.7 of National Instrument 45-106); (f) the “minimum amount investment” exemption (section 2.10 of National Instrument 45-106); and (g) the “offshore exemption” (BC Instrument 72-503).

RESALE RESTRICTIONS AND LEGENDS		The Purchased Securities will be subject to a four month and one day hold period that commences on Closing.

		The Subscriber acknowledges that the certificates representing the Purchased Securities may bear the following legends:

		“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.]”

		“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING].”

		If the Subscriber is a resident of the United States, then the Subscriber acknowledges that the certificates representing the Purchased Securities will bear the additional following legend or such other legend as legal counsel for the Corporation may advise:

		“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


		The Corporation agrees that the Purchased Securities will bear no legends other than those set out here. Subscribers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

CLOSING DATE		Payment for the Units is required as soon as possible, and the delivery of the Units is scheduled to occur following receipt of the required approval of the Exchange or on such date as may be designated by the Corporation (the “Closing Date”). Subsequent closings may take place from time to time at later dates as may be determined by the Corporation.

ADDITIONAL DEFINITIONS		In this Subscription Agreement, the following words have the following meanings unless otherwise indicated: (a) “Purchased Securities” means the Units purchased under this Subscription Agreement; (b) “Securities” means the Shares, the Warrants and the Warrant Shares; (c) “Warrants” includes the certificates representing the Warrants.

REGULATORY APPROVAL:		The completion of the Offering is subject to regulatory approval by the TSX Venture Exchange.

JURISDICTION OF ORGANIZATION		The Corporation is a validly existing company under the laws of the British Columbia Business Corporations Act.

STOCK EXCHANGE LISTING		Shares of the Corporation are listed on the TSX Venture Exchange. (the “Exchange”).

SECURITIES LEGISLATION APPLICABLE TO THE CORPORATION		The “Securities Legislation Applicable to the Corporation” is the Securities Act (British Columbia) and the Securities Act (Alberta).

SCHEDULE II

PERSONAL INFORMATION ACKNOWLEDGEMENT AND CONSENT

IN THE MATTER OF PERSONAL INFORMATION PROVIDED TO

STELLAR BIOTECHNOLOGIES, INC. (the “Corporation”)

TO BE COMPLETED BY ALL SUBSCRIBERS

“Personal Information” means any information about the undersigned and includes information obtained from the undersigned through written or verbal means between the undersigned and the Corporation, its agents or representatives.

ACKNOWLEDGEMENT AND CONSENT:

I, the undersigned, have read and understand the TSX Personal Information Acknowledgement set out below.

I hereby consent to:

(1)

the disclosure of my Personal Information to the TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as “the Exchange”) as requested from the Exchange;

(2)

the collection, use and disclosure of my Personal Information by the Exchange for the purposes described below under “TSX Personal Information Acknowledgement” or as otherwise identified by the Exchange, from time to time;

(3)

the disclosure of my Personal Information to the British Columbia Securities Commission and to any other applicable regulatory authority (collectively referred to as the “Regulatory Authorities”) as requested from the Regulatory Authorities; and

(4)

the collection, use and disclosure of my Personal Information by the Regulatory Authorities for such purposes as are identified by the Regulatory Authorities from time to time.

DATED the____________day of______________________________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

TSX PERSONAL INFORMATION ACKNOWLEDGEMENT

TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as “the Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:

•

to conduct background checks,

•

to verify the Personal Information that has been provided about each individual,

•

to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant,

•

to consider the eligibility of the Issuer or Applicant to list on the Exchange,

•

to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates, and includes information as to such individual’s involvement with any other reporting issuers, issuers subject to a cease trade order or bankruptcy, as well as information respecting penalties, sanctions or personal bankruptcies, to which such individual has been subject, as well as any conflicts of interest that the individual may have with the Issuer,

•

to detect and prevent fraud,

•

to conduct enforcement proceedings, and

•

to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may* also be disclosed:

(a)

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

(b)

on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

SCHEDULE III

ACCREDITED INVESTOR CERTIFICATE

(Non-United States Residents Only)

(Capitalized terms not specifically defined in this Schedule have the meaning ascribed to them in the Subscription Agreement of which this Schedule forms part.)

In connection with the execution of the Subscription Agreement to which this Schedule is attached, the undersigned (the “Subscriber”) represents and warrants to the Corporation that the Subscriber satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

(Please initial or place an X or a check mark next to as applicable)

__ (a)

a Canadian financial institution, or a Schedule III bank,

__ (b)

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

__ (c)

a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

__ (d)

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer registered under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

__ (e)

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),

__ (f)

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

__ (g)

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,

__ (h)

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

__ (i)

a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

__ (j)

an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

__ (k)

an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

__ (l)

an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

__ (m)

a person, other than an individual or investment fund, that has net assets of at least $5,000,000, as shown on its most recently prepared financial statements,

__ (n)

an investment fund that distributes its securities only to

(i)

a person that is or was an accredited investor at the time of distribution,

(ii)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds], or

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment],

__ (o)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

__ (p)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

__ (q)

a person acting on behalf of a fully managed account managed by that person, if that person

(i)

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

(ii)

in Ontario, is purchasing a security that is not a security of an investment fund;

__ (r)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

__ (s)

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

__ (t)

a person or company in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

__ (u)

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

__ (v)

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

For the purposes of the foregoing terms in bold, the following definitions apply:

“bank” means a bank named in Schedule I or II of the Bank Act (Canada).

“Canadian financial institution” means

(a)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

“control person” means any person that holds or is one of a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds

(a)

a sufficient number of any of the securities of a company so as to affect materially the control of the company, or

(b)

more than 20% of the outstanding voting securities of a company except where there is evidence showing that the holding of those securities does not affect materially the control of the company.

“director” means

(a)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

“eligibility adviser” means

(a)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(i)

have a professional, business or personal relationship with the Corporation, or any of its directors, executive officers, founders, or control persons, and

(ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the Corporation or any of its directors, executive officers, founders or control persons within the previous 12 months.

“eligible investor” means

(a)

a person whose

(i)

net assets, alone or with a spouse, in the case of an individual, exceed $400 000,

(ii)

net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or

(iii)

net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125 000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year,

(b)

a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

(c)

a general partnership of which all of the partners are eligible investors,

(d)

a limited partnership of which the majority of the general partners are eligible investors,

(e)

a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors,

(f)

an accredited investor,

(g)

a person described in section 2.5 [Family, friends and business associates] of National Instrument 45-106, or

(h)

a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser;

“executive officer” means, for an Corporation, an individual who is

(a)

a chair, vice-chair or president,

(b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(d)

performing a policy-making function in respect of the Corporation;

“financial assets” means

(a)

cash,

(b)

securities, or

(c)

a contract of insurance, deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“founder” means, in respect of a Corporation, a person who,

(a)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the Corporation, and

(b)

at the time of the trade is actively involved in the business of the Corporation;

“fully managed account” means an account for of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“marketplace” has the same meaning as in National Instrument 21-101 Marketplace Operation;

“MD&A” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations;

“non-redeemable investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“person” includes

(a)

an individual,

(c)

a partnership, trust, fund, and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“related liabilities” means:

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(b)

liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); “spouse” means an individual who

(a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

For the purposes of paragraph (t) of the definition of “accredited investor” in the second paragraph of this Schedule III, in British Columbia, an indirect interest means an economic interest in the person referred to in that paragraph.

For the purpose of this Schedule III, an issuer is an affiliate of another issuer if

(a)

one of them is the subsidiary of the other, or

(b)

each of them is controlled by the same person.

Except for the “Employee, Executive Officer, Director and Consultant Exemptions”, a person (first person) is considered to control another person (second person) if

(a)

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c)

the second person is a limited partnership and the general partner of the limited partnership is the first person.

The foregoing representations and warranties are true an accurate as of the date of this Certificate and will be true and accurate as of Closing. If any such representations and warranties shall not be true and accurate prior to Closing, the Subscriber shall give immediate written notice of such fact to the Corporation.

The undersigned has executed this Certificate as of the_________day of______________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE IV

ACCREDITED INVESTOR CERTIFICATE

(United States Residents Only)

The Subscriber understands and agrees that the Units, the Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or applicable state securities laws, and the Units are being offered and sold by the Corporation to the Subscriber in reliance upon Rule 506 of Regulation D under the 1933 Act.

The undersigned represents, warrants and covenants (which representations, warranties and covenants shall survive the Closing) to the Corporation (and acknowledges that the Corporation is relying thereon) that:

(a)

it is purchasing the Units either for its own account for investment purposes only or for the account of a beneficial purchaser for which it is exercising sole investment discretion and that is purchasing the Units for its own account for investment purposes only and, in any case, not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration thereof pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;

(b)

it has such knowledge and experience in financial business matters as to be capable of evaluating the merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment;

(c)

the Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities;

(d)

it, and each beneficial purchaser for whom it is acting, if any, satisfies one or more of the categories of “accredited investor” as defined in Rule 501(a) of Regulation D of the 1933 Act indicated below (the Subscriber must initial or place an X or a check mark on the appropriate line(s) for itself and for each beneficial purchaser on behalf of whom it is purchasing, if any):

_______Category 1.

A bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting in its individual or fiduciary capacity; or

_______Category 2.

A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; or

_______Category 3.

A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; or

_______Category 4.

An insurance company as defined in Section 2(13) of the 1933 Act; or

_______Category 5.

An investment company registered under the United States Investment Company Act of 1940; or

_______Category 6.

A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or

_______Category 7.

A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; or

_______Category 8.

A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US $5,000,000; or

_______Category 9.

An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

_______Category 10.

A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

_______Category 11.

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000; or

_______Category 12.

Any director or executive officer of the Corporation; or

_______Category 13.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds US $1,000,000; or

_______Category 14.

A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

_______Category 15.

A trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or

_______Category 16.

Any entity in which all of the equity owners meet the requirements of at least one of the above categories;

(e)

it understands that if it decides to offer, sell or otherwise transfer the Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(i)

the transfer is to the Corporation;

(ii)

the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations;

(iii)

the transfer is made in compliance with the exemption from the registration requirements under the 1933 Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with applicable state securities laws; or

(iv)

the Securities are transferred in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities;

and it has prior to such sale furnished to the Corporation an opinion of counsel of recognized standing or other evidence of exemption, in either case reasonably satisfactory to the Corporation;

(f)

it understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form, or such other legend, as may be advised by legal counsel for the Corporation:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if any of the Securities are being sold under clause (B) above, at a time when the Corporation is a “foreign Corporation” as defined in Rule 902 under the 1933 Act, the legend set forth above may be removed by providing a declaration to the Corporation and its transfer agent in such form as the Corporation may from time to time prescribe, together with such other evidence, including an opinion of counsel in form satisfactory to the Corporation and its transfer agent, as the Corporation and its transfer agent may from time to time prescribe, to the effect that the sale of such securities is being made in compliance with Rule 904 of Regulation S under the 1933 Act;

provided further, that if any of the Securities are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws;

(g)

it consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described herein;

(h)

it understands and acknowledges that the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the 1933 Act and the securities laws of all applicable states and the holder has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect; provided that a Subscriber who purchased Units pursuant to the Offering will not be required to deliver an opinion of counsel in connection with the due exercise of the Warrants that comprise part of the Units if the Subscriber delivers to the Corporation a warrant exercise form containing representations, warranties and agreements substantially as included in this U.S. Accredited Investor Certificate;

(i)

it understands and acknowledges that the Corporation has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Securities in the United States;

(j)

the office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Units is the address listed as the “Subscriber’s Address” on the signature page of the Subscription Agreement;

(k)

it acknowledges that it has not purchased the Securities as a result of any form of general solicitation or general advertising (as such terms are used in Regulation D under the 1933 Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(l)

it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, holding, exercise or disposition of the Securities. The Corporation does not give any opinion or makes any representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition, holding, exercise or disposition of such securities, and the Subscriber acknowledges that the undersigned is solely responsible for determining the tax consequences to its investment. In particular, no determination has been made whether the Corporation will be a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code;

(m)

it understands and acknowledges that the Corporation is not obligated to remain a “foreign Corporation” (as such is defined in Rule 405 promulgated under the 1933 Act);

(n)

it understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies; and

(o)

it understands and agrees that the certificates representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend, or such other legend, as may be advised by legal counsel for the Corporation:

“THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.”

The capitalized terms not defined in this Schedule shall have the meanings ascribed to them in the Subscription Agreement.

The undersigned has executed this Certificate as of the_______day of____________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE V

CONFIRMATION OF RELATIONSHIP

FAMILY, FRIENDS AND BUSINESS ASSOCIATES CERTIFICATE

(British Columbia, Alberta, Manitoba, Quebec, Yukon, Nunavut, Northwest Territories and

Maritime Residents Only)

The Subscriber represents and warrants to the Corporation that the Subscriber is buying the Securities as principal and that the Subscriber has read the following definitions from National Instrument 45-106 Prospectus and Registration Exemptions and certifies that the Subscriber has the relationship(s) to the Corporation or its directors, executive officers, control persons or founders by virtue of the Subscriber being:

(Please initial or place an X or a place a check mark next to one or more as applicable)

_______	(a)	I am a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

_______	(b)	I am a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

_______	(c)	I am a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

_______	(d)	I am a close personal friend of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

_______	(e)	I am a close business associate of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

_______	(f)	I am a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, grandchild or close personal close business associate of a founder of the Corporation.

_______	(g)	I am a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Corporation.

_______	(h)	I am a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in the categories (a) to (g) above.

_______	(i)	I am a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in the categories (a) to (g) above.

and if any of (b) through (i) is initialled or marked, the name of the director, executive officer, control person or

founder is:

(Print name of director, executive officer, control person or founder)

For the purposes of the foregoing terms in bold, the definitions in Schedule III and the following guidance apply:

“close business associate” is an individual who has had sufficient prior business dealings with the director, executive officer, founder or control person of the Corporation to be in a position to assess their capabilities and trustworthiness.

An individual is not a close business associate solely because the individual is (a) a member of the same organization, association or religious group, or (b) a client, customer, former client or former customer.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close business associate of a close business associate of a director, executive officer, founder or control person.

“close personal friend” is an individual who known the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness. The term “close personal friend” can include a family member who is not already specifically identified in the exemption above.

An individual is not a close personal friend solely because the individual is a relative, a member of the same organization, association or religious group or a current or former client or customer.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close personal friend of a close personal friend of the director, executive officer, founder or control person.

The undersigned has executed this Certificate as of the_________day of_______________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE VI

CONFIRMATION OF RELATIONSHIP

FOUNDER, CONTROL PERSON AND FAMILY CERTIFICATE

(Ontario Residents Only)

The Subscriber represents and warrants to the Corporation that the Subscriber has read the following definitions from National Instrument 45-106 Prospectus and Registration Exemptions and certifies that the Subscriber has the relationship(s) to the Corporation or its directors, executive officers, control persons or founders by virtue of the Subscriber being:

(initial or place an X or place a check mark next to one or more as applicable)

__(a)

a founder of the Corporation;

__(b)

an affiliate of a founder of the Corporation;

__(c)

a spouse, parent, brother, sister, grandparent, grandchild or child of an executive officer, director or founder of the Corporation; or

__(d)

a control person of the Corporation.

and if (c) is initialled or marked, the director, executive officer or founder is:

_________________________________________________________

(Print name of director, executive officer or founder)

For the purposes of the foregoing terms in bold, the definitions in Schedule III apply.

The undersigned has executed this Certificate as of the_________day of_____________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE VII

RISK ACKNOWLEDGEMENT

SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES

(Saskatchewan Residents Only)

WARNING

I acknowledge that this is a risky investment:

I am investing entirely at my own risk.

No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities.

The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me. [Instruction: Delete if sold by registrant]

I will not be able to sell these securities for 4 months.

I could lose all the money I invest.

I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2- day right to cancel my purchase of these securities if I receive an amended offering document.

I am investing $____________[total consideration] in total; this includes any amount I am obliged to pay in future.

I am a close personal friend or close business associate of__________________________[state name], who is a_____________________[state title - founder, director, executive officer or control person] of Stellar Biotechnologies, Inc.

I acknowledge that I am purchasing based on my close relationship with ____________________________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.


Date		Signature of Subscriber


		Print name of Subscriber

Sign 2 copies of this document. Keep one copy for your records.

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and

the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business

If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice [Instruction: Delete if sold by registrant]

Unless you consult your own professional advisers, you will not get professional advice about whether the investment is suitable for you.

For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca.

[Instruction: The Subscriber must sign 2 copies of this form. The Subscriber and the issuer must each receive a signed copy.]

SCHEDULE VIII

MINIMUM INVESTMENT AMOUNT CERTIFICATE

(Non United States Residents or Offshore Residents)

The Subscriber represents and warrants to the Corporation that:

(a)

the Subscriber is buying the Securities as principal;

(b)

the Securities have an acquisition cost to the Subscriber of not less than CDN$150,000 paid in cash at the time of the distribution; and

(c)

the distribution is of a security of a single issuer.

The undersigned has executed this Certificate as of the________day of___________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE IX

CONFIRMATION OF RESIDENCE OUTSIDE CANADA

AND THE UNITED STATES OF AMERICA

NON RESIDENT CERTIFICATE

The Subscriber represents and warrants and certifies to the Corporation that the Subscriber:

(a)

is not a resident of Canada;

(b)

did not sign this Subscription Agreement in Canada;

(c)

is not a resident of the United States of America;

(d)

is not U.S. Person, at that term is defined in Regulation S under the United States Securities Act of 1933;

(e)

did not sign this Subscription Agreement in the United States of America;

(f)

has fully read this Subscription Agreement, and without restricting the foregoing, has read Section 2 of the General Provisions to this Subscription Agreement.

The undersigned has executed this Certificate as of the______________day of________________________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE X

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1.	Placee Information:

(a)

Name:

(b)

Complete Address: _________________________________________________________________

(c)

Jurisdiction of Incorporation or Creation: _________________________________________________

2.	(a)	Is the Placee purchasing securities as a portfolio manager: (Yes/No)? _______________

	(b)	Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? ________

3.	If the answer to 2(b) above was “Yes”, the undersigned certifies that:

	(a)	it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

	(b)	it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in _________________[jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

	(c)	it was not created solely or primarily for the purpose of purchasing securities of the Issuer;

	(d)	the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

	(e)	it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

4.	If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

Name *	City	Province or State	Country

	* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

5.	Acknowledgement - Personal Information and Securities Laws

	(a)	“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

	The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

	(i)	the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

	(ii)	the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

(b)	The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

Dated and certified (if applicable), acknowledged and agreed, at _______________________________ on________________________, 2012.

	X
	(Name of Subscriber - please print)

	X
	(Authorized Signature)


	(Official Capacity - please print)


	(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

Exhibit 4.4

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 3, 2013.

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M. (PACIFIC TIME) ON JANUARY 4, 2016.

WARRANT CERTIFICATE

(Relating to a Private Placement Announced on November 15, 2012)

STELLAR BIOTECHNOLOGIES, INC.

(Continued under the laws of the Province of British Columbia)

WARRANT

CERTIFICATE NO. 2012-___

_______WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby.

THIS IS TO CERTIFY THAT _____________ of __________________________________ (hereinafter referred to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific time) (the "Expiry Time") on January 4, 2016 (the “Expiry Date”), one fully paid and non-assessable common share ("Common Share") in the capital of STELLAR BIOTECHNOLOGIES, INC. (the "Company").

These Warrants are issued subject to the terms and conditions appended hereto as Schedule "A".

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized director of the Company.

DATED for reference the 2^nd day of January, 2013.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		Scott Davis, Chief Financial Officer

(See terms and conditions attached hereto)

SCHEDULE "A"

TERMS AND CONDITIONS FOR WARRANT

(Relating to a Private Placement Announced on November 15, 2012)

Terms and Conditions attached to the Warrant issued by STELLAR BIOTECHNOLOGIES, INC.. (the “Company”) and dated for reference the 2nd day of January, 2013.

ARTICLE 1
INTERPRETATION

1.1

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a)

"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;

(b)

(c)

"Company's Auditors" means an independent firm of accountants duly appointed as auditors of the Company;

(d)

"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares are listed and posted for trading;

(e)

“Exercise Date” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;

(f)

"Exercise Price" means the price of $0.40 per share if exercised on or before January 4, 2016;

(g)

"Expiry Time" means 5:00 p.m. (Pacific Time) on the Expiry Date;

(h)

“Expiry Date” means January 4, 2016.

(i)

(j)

"Issue Date" means the issue date of the Warrant shown on the face page of the Warrant Certificate;

(k)

"person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(l)

“Subscription Form” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;

(m)

"Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(n)

"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.

1.2

Interpretation Not Affected by Headings

(a)

(b)

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3

Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.

ARTICLE 2
ISSUE OF WARRANT

2.1

Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2

Additional Warrants

2.3

Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a)

(b)

2.4

Warrantholder Not a Shareholder

The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.

ARTICLE 3
EXERCISE OF THE WARRANT

3.1

Method of Exercise of the Warrant

3.2

Effective Date of Exercise of the Warrant

3.3

Effect of Exercise of the Warrant

(a)

(b)

Within five business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.

3.4

Subscription for Less than Entitlement

3.5

Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall be void and of no effect.

3.6

Hold Periods and Legending of Share Certificate

If any of the Warrants are exercised prior to May 3, 2013, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legends:

“Unless permitted under securities legislation, the holder of the securities shall not trade the securities before May 3, 2013.”

ARTICLE 4

ADJUSTMENTS

4.1

Adjustments

The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:

(a)

in the event the Company shall:

(i)

pay a dividend in Common Shares or make a distribution in Common Shares;

(ii)

subdivide its outstanding Common Shares;

(iii)

combine its outstanding Common Shares into a smaller number of Common Shares; or

(iv)

(b)

(c)

In case the Company shall distribute to all or substantially all holders of its Common Shares evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subsection(a) above or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in subsection (b) above)), then in each case the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per Common Share (as determined in accordance with subsection (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per Common Share less the then fair value (as determined by the board of directors of the Company, acting reasonably) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(i)

the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights; and

(ii)

4.2

Voluntary Adjustment by the Company

4.3

Notice of Adjustment

4.4

No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5

Preservation of Purchase Rights Upon Merger, Consolidation, etc.

4.6

Determination of Adjustments

ARTICLE 5

COVENANTS BY THE COMPANY

5.1

Reservation of Common Shares

ARTICLE 6
MERGER AND SUCCESSORS

6.1

Company May Consolidate, etc. on Certain Terms

6.2

Successor Company Substituted

ARTICLE 7
AMENDMENTS

7.1

Amendment, etc.

This Warrant Certificate may only be amended by a written instrument signed by the parties hereto.

ARTICLE 8
MISCELLANEOUS

8.1

Time

Time is of the essence of the terms of this Warrant Certificate.

8.2

Notice

Any notice or other communication to be given in connection with this Warrant Certificate must be in writing and given by personal delivery to the addresses listed on the cover page of this Warrant Certificate.

8.3

Transfer of Warrants

SCHEDULE "B"

SUBSCRIPTION FORM

(Private Placement Announced November 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

The undersigned Holder of the within Warrants hereby subscribes for____________common shares (the “Common Shares”) of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) pursuant to the within Warrants at $0.40 per Common Share on the terms specified in the said Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the Common Shares.

In connection with this subscription: (check one):

1. ¨ The undersigned hereby certifies that (i) it 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”), the definition of which includes, but is not limited to, any individual resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, and any estate or trust of which any administrator, executor or trustee is a U.S. Person), (ii) at the time of exercise it is not within the United States and it did not execute and deliver this subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant Certificate for or on behalf of any U.S. Person or person within the United States.

2. ¨ The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

3. ¨ The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Company for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii)it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Company for its account and remains an Accredited Investor on the date of exercise of the Warrants.

The undersigned hereby directs that the Common Shares be registered as follows:

Name(s) in full	Address	Number of Common Shares

DATED this_______day of __________________, 20 ___.

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

1.	The signature to the subscription must be the signature of the person appearing on the face of the Warrant Certificate.

2.	If there is more than one holder of the Warrants, all holders must sign.

3.	In the case of persons signing by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

4.	If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE "C"

TRANSFER FORM

(Private Placement Announced November 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________(name), of ________________________________________ (address), ___________________________ Warrants of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within warrant certificate and irrevocably appoints_______________________________the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED this ______day of,_____________, 20 __.


(Witness)		(Signature of Registered Warrant Holder)


		(Print name of Registered Warrant Holder)

Signature of transferor guaranteed by:

	*
* Authorized Signature Number

Instructions:

1.	Signature of transferor must be the signature of the person appearing on the face of the Warrant Certificate.

2.	If there is more than one person appearing on the face of the Warrant Certificate, all must sign.

3.	If the Transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

4.	If the Warrant certificate and the form of transfer are being forwarded by mail, registered mail must be employed.

Exhibit 4.5

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 3, 2013.

______________

OPTIONS

OPTION CERTIFICATE

STELLAR BIOTECHNOLOGIES, INC.

332 E. Scott Street

Port Hueneme, California 93041

Tel: (805) 488-2800 / Fax: (805) 488-2889

THESE OPTIONS ARE NON-TRANSFERABLE.

THIS CERTIFIES that, for value received:

__________________________

(hereinafter referred to as the "Holder")

is the registered holder of that number of Options (collectively, the "Options") of Stellar Biotechnologies, Inc. (the "Issuer") set forth above.

Underlying Securities and Exercise Terms

Subject to adjustment as herein provided, each Option entitles the Holder to purchase one unit (collectively, the "Units") of the Issuer at a price of CDN$0.25 per Unit until 5:00 pm (Pacific Time) on January 4, 2016. Each Unit shall be comprised of one common share (collectively, the "Shares") of the Issuer as constituted on January 2, 2013, and one non-transferable share purchase warrant (collectively, the "Warrants"). Each Warrant shall entitle the holder thereof to purchase one common share (collectively, the "Warrant Shares") of the Issuer as constituted on January 2, 2013, at a price of CDN$0.40 per Warrant Share if exercised on or before 5:00 pm (Pacific Time) on January 4, 2016. The form of certificate representing the Warrants shall be as attached hereto as Schedule "B". The Options, Shares, Warrants and Warrant Shares are collectively referred to herein as the "Securities".

Options Exercise Procedure

The Options may be exercised at any time prior to the expiry of the Options by surrendering to the Issuer:

(a)

this Option Certificate;

(b)

the Subscription Form attached as Schedule "A" hereto, duly completed and executed; and

(c)

a certified cheque, bank draft, money order or wire transfer made payable to the Issuer in the aggregate amount of the exercise price,

Partial Exercise, Exchange and Replacement of Certificates

All Options shall rank pari passu, notwithstanding the actual date of issue thereof.

Holding of Options

Resale Restrictions and Legending Of Certificates

Capital Adjustments

If at any time after the date hereof and prior to the expiry of the Options, and provided that any Options remain unexercised, there shall be:

(a)

(b)

Miscellaneous Provisions

(a)

If to the Issuer,

Stellar Biotechnologies, Inc.

332 E. Scott Street

Port Hueneme, California 93041

Tel: (805) 488-2800 / Fax: (805) 488-2889

(b)

if to the Holder, at its address appearing on page 1 of this Option Certificate,

IN WITNESS WHEREOF the Issuer has caused this Option Certificate to be signed by its duly authorized director on January 2, 2013.

STELLAR BIOTECHNOLOGIES, INC.

By:
	Darrell Brookstein, Director

SCHEDULE ‘A’

SUBSCRIPTION FORM TO OPTION CERTIFICATE

(Private Placement Announced November 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

The Undersigned, being the registered holder of the attached Option Certificate of the Issuer, does hereby irrevocably exercise________________________of the Options evidenced thereby in accordance with the terms thereof, and accordingly hereby irrevocably subscribes for the Units (as described therein) to be received thereon and irrevocably surrenders the Option Certificate to the Issuer for such purpose. This subscription is accompanied by a certified cheque, bank draft or wire transfer payable to the Issuer for the whole amount of the purchase price of the Units.

In connection with this subscription: (check one):

2. ¨ The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Issuer to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

3. ¨ The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Issuer for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii) it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Issuer for its account and remains an Accredited Investor on the date of exercise of the Warrants.

The undersigned hereby directs that the Units be registered as follows:

Name(s) in full	Address	Number of Units

DATED this ______day of _____________________, 20 _____.

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

The signature to the subscription must be the signature of the person appearing on the face of the Option Certificate.

If the Option Certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE ‘B’

WARRANT CERTIFICATE TO OPTION CERTIFICATE

(Private Placement Announced November 15, 2012)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 3, 2013.

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M. (PACIFIC TIME) ON JANUARY 4, 2016.

WARRANT CERTIFICATE

(Relating to a Private Placement Announced on November 15, 2012)

STELLAR BIOTECHNOLOGIES, INC.

(Continued under the laws of the Province of British Columbia)

WARRANT
CERTIFICATE NO. u

t WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby.

THIS IS TO CERTIFY THAT ________________ of ___________________________________________ (hereinafter referred to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Pacific Time) (the "Expiry Time") on January 4, 2016 (the “Expiry Date”), one fully paid and non-assessable common share ("Common Share") in the capital of STELLAR BIOTECHNOLOGIES, INC. (the "Company").

These Warrants are issued subject to the terms and conditions appended hereto as Schedule "A".

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized director of the Company.

DATED for reference t.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		u Authorized Signatory

(See terms and conditions attached hereto)

SCHEDULE "A"

TERMS AND CONDITIONS FOR WARRANT

(Relating to a Private Placement Announced on November 15, 2012)

Terms and Conditions attached to the Warrant issued by STELLAR BIOTECHNOLOGIES, INC. (the “Company”) and dated for reference t.

ARTICLE 1

INTERPRETATION

1.1

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a)

"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;

(b)

(c)

"Company's Auditors" means an independent firm of accountants duly appointed as auditors of the Company;

(d)

"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares are listed and posted for trading;

(e)

“Exercise Date” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;

(f)

"Exercise Price" means the price of CDN$0.40 per share if exercised on or before January 4, 2016;

(g)

"Expiry Time" means 5:00 p.m. (Pacific Time) on the Expiry Date;

(h)

“Expiry Date” means January 4, 2016.

(i)

(j)

"Issue Date" means the issue date of the Warrant shown on the face page of the Warrant Certificate;

(k)

"person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(l)

“Subscription Form” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;

(m)

"Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(n)

"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.

1.2

Interpretation Not Affected by Headings

(a)

(b)

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3

Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.

ARTICLE 2

ISSUE OF WARRANT

2.1

Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2

Additional Warrants

2.3

Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a)

(b)

2.4

Warrantholder Not a Shareholder

The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant.

ARTICLE 3

EXERCISE OF THE WARRANT

3.1

Method of Exercise of the Warrant

3.2

Effective Date of Exercise of the Warrant

3.3

Effect of Exercise of the Warrant

(a)

(b)

Within five business days after surrender and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.

3.4

Subscription for Less than Entitlement

(a)

the return of the Warrant Certificate with a notation on the Grid attached hereto as Schedule "C" showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased; or

(b)

to receive a new Warrant Certificate with respect to the remaining balance of the Common Shares purchasable under this Warrant Certificate.

3.5

Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall be void and of no effect.

3.6

Hold Periods and Legending of Share Certificate

If any of the Warrants are exercised prior to May 3, 2013, the certificates representing the Common Shares to be issued pursuant to such exercise shall bear the following legend:

“Unless permitted under securities legislation, the holder of the securities shall not trade the securities before May 3, 2013.”

ARTICLE 4

ADJUSTMENTS

4.1

Adjustments

The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:

(a)

in the event the Company shall:

(i)

pay a dividend in Common Shares or make a distribution in Common Shares;

(ii)

subdivide its outstanding Common Shares;

(iii)

combine its outstanding Common Shares into a smaller number of Common Shares; or

(iv)

(b)

(c)

(d)

For the purpose of any computation under subsections (b) and (c) of this section 4.1, the current market price per Common Share at any date shall be the weighted average price per Common Share for twenty- five (25) consecutive trading days, commencing not more than 45 trading days before such date on the stock exchange on which the Common Shares are then traded; provided if the Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the largest volume of Common Shares were traded during such twenty-five (25) consecutive trading day period. The weighted average price per Common Share shall be determined by dividing the aggregate sale price of all Common Shares sold on such exchange or market, as the case may be, during the said twenty-five (25) consecutive trading days by the total number of shares so sold. For purposes of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business. Should the Common Shares not be listed on any stock exchange the current market price per Common Share at any date shall be determined by the board of directors of the Company, acting reasonably.

(e)

(f)

(g)

(h)

(i)

(j)

(i)

the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights; and

(ii)

4.2

Voluntary Adjustment by the Company

4.3

Notice of Adjustment

4.4

No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5

Preservation of Purchase Rights Upon Merger, Consolidation, etc.

4.6

Determination of Adjustments

ARTICLE 5

COVENANTS BY THE COMPANY

5.1

Reservation of Common Shares

ARTICLE 6

MERGER AND SUCCESSORS

6.1

Company May Consolidate, etc. on Certain Terms

6.2

Successor Company Substituted

ARTICLE 7

AMENDMENTS

7.1

Amendment, etc.

hereto.This Warrant Certificate may only be amended by a written instrument signed by the parties

ARTICLE 8

MISCELLANEOUS

8.1

Time

Time is of the essence of the terms of this Warrant Certificate.

8.2

Notice

8.3

Transfer of Warrants

The Warrants evidenced hereby (or any portion thereof) are not transferable.

SCHEDULE "B"

SUBSCRIPTION FORM

(Private Placement Announced November 15, 2012)

TO:	Stellar Biotechnologies, Inc.
	332 E. Scott Street
	Port Hueneme, California 93041

The undersigned Holder of the within Warrants hereby subscribes for _____________common shares (the“Common Shares”) of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) pursuant to the within Warrants at $0.40 per Common Share on the terms specified in the said Warrants. This subscription is accompanied by a certified cheque or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the Common Shares.

In connection with this subscription: (check one):

3. ¨ The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Company for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii) it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an Accredited Investor on the date the undersigned purchased the Warrants from the Company for its account and remains an Accredited Investor on the date of exercise of the Warrants.

The undersigned hereby directs that the Common Shares be registered as follows:

Name(s) in full	Address	Number of Common Shares

DATED this ______day of________________, 20___.

Name of Holder:


Signature of Holder


Mailing Address:

Instructions:

The signature to the subscription must be the signature of the person appearing on the face of the Warrant Certificate.

If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail must be employed.

SCHEDULE "C"

WARRANT EXERCISE GRID

(Private Placement Announced November 15, 2012)

RELATING TO WARRANT CERTIFICATE NO. t

Common Shares Issued	Common Shares Available	Initials of Authorized Officer

Exhibit 4.6

STELLAR BIOTECHNOLOGIES, INC.

(the “Corporation”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(CDN $0.25 UNITS)

INSTRUCTIONS TO SUBSCRIBER

All Subscribers must sign and deliver to Stellar Biotechnologies, Inc. at its Canadian office, 1868 King George Blvd., South Surrey, British Columbia, V4A 5A1 (Tel: 604-306-8854 / Fax: 604-535-4454):

All Subscribers:

A completed and executed copy of this Agreement;

A Schedule II (TSX Personal Information Acknowledgement and Consent);

A certified cheque, bank draft or wire transfer payable to the Corporation; Each Subscriber Must Complete

One of the Following:

10.

Each Subscriber Who Is Not an Individual Must Complete the Following:

11.

SUBSCRIPTION AGREEMENT

TO: STELLAR BIOTECHNOLOGIES, INC.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below



(Name of Subscriber)

Account Reference (if applicable):

By:
Authorized Signature


(Official Capacity or Title – if the Subscriber is not an individual)

(Name of individual whose signature appears above if different than the name of the subscriber printed above.)


(Subscriber’s Address, including Municipality and Province)


(Telephone Number)	(Email Address)


Number of Units			x CDN $0.25

=

Aggregate Subscription Price: ______________________
(the “Subscription Amount”)

Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.

(Name of Disclosed Principal)

(Address of Disclosed Principal)

(Account Reference, if applicable)

Share Certificate Registration Information: (indicate exactly how you want to be registered on the share and warrant certificate)

(Name)

(Address, including Postal Code)


Delivery Instructions as set forth below:


(Name)

(Account Reference, if applicable)

(Address)

(Contact Name)	(Telephone Number)

Number and kind of securities of the Corporation held, directly or indirectly, if any:

1.	State whether Subscriber is an Insider of the Corporation:

	Yes ¨ No ¨

2.	State whether Subscriber is a member of the Pro Group:

	Yes ¨ No ¨

3.	If applicable, the Subscriber has on file with the Exchange a current Form 4C

	Yes ¨ No ¨

GENERAL PROVISIONS

DEFINITIONS

(a)

“1933 Act” means the United States Securities Act of 1933, as amended;

(b)

(c)

“Closing” means the completion of the sale and purchase of the Purchased Securities;

(d)

“Closing Date” has the meaning assigned in the Term Sheet;

(e)

(f)

“Exchange” has the meaning assigned in the Term Sheet;

(g)

“Final Closing” means the last closing under the Private Placement;

(h)

“General Provisions” means those portions of this Subscription Agreement headed “General Provisions”;

(i)

“Private Placement” means the offering of the Purchased Securities in the General Provisions of this Subscription Agreement;

(j)

“Public Record” means those documents filed in the website www.SEDAR.com;

(k)

“Purchased Securities” has the meaning assigned in the Term Sheet;

(l)

“Regulation S” means Regulation S promulgated under the 1933 Act;

(m)

“Regulatory Authorities” means the Commissions and the Exchange;

(n)

“Securities” has the meaning assigned in the Term Sheet;

(o)

“Subscription Agreement” means the instruction page, page 3 (cover page), the Term Sheet, the General Provisions and other Schedules incorporated by reference; and

(p)

“Terms” means those portions of this Subscription Agreement headed “General Provisions” and “Term Sheet”.

1.3 In this Subscription Agreement, unless otherwise specified, currencies are indicated in Canadian dollars.

1.4 In this Subscription Agreement, other words and phrases that are capitalized have the meaning assigned in this Subscription Agreement.

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

2.1

Acknowledgements concerning offering The Subscriber acknowledges that:

(a)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(b)

there is no government or other insurance covering the Securities;

(c)

there are risks associated with the purchase of the Securities;

(d)

(e)

(f)

(i)

the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation;

(ii)

the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and

(iii)

the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and

(g)

2.2

Representations by all Subscribers

The Subscriber represents and warrants to the Corporation that, as at the Agreement Date and at the Closing:

(a)

(b)

to the best of the Subscriber’s knowledge, the Securities were not advertised;

(c)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase the Securities;

(ii)

that any person will refund the purchase price of the Purchased Securities;

(iii)

as to the future price or value of any of the Securities; or

(iv)

(d)

this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;

(e)

(f)

(g)

(h)

(i)

(j)

(k)

unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not a U.S. Person;

(l)

unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not and will not be purchasing Purchased Securities for the account or benefit of any U.S. Person;

(m)

(n)

this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber;

(o)

(p)

(q)

(r)

(s)

2.3

Representations by residents of the United States:

The Subscriber represents and warrants to the Corporation that, as at the Agreement Date and at the Closing:

(a)

the Subscriber is resident of the United States of America, or is otherwise subject to the securities laws thereof;

(b)

(c)

the Subscriber, is an Accredited Investor as set out in the completed Schedule IV - U.S. Accredited Investor Certificate, delivered with this Agreement; and

(d)

2.4

Representations by residents outside of Canada and the United States:

The Subscriber represents and warrants to the Corporation that, as of the Agreement Date and at the Closing:

(a)

(b)

(c)

(d)

2.5

Reliance, indemnity and notification of changes

2.6

Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

3.1 The Corporation represents and warrants to the Subscriber that, as of the date of this Agreement and at the Closing:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

the Corporation has complied and will comply with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Units;

(h)

(i)

(j)

(k)

the Corporation is a reporting issuer under the BC Act and Alberta Act, its common shares are listed for trading on the Exchange; and

(l)

3.2

Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

CLOSING

MISCELLANEOUS

5.5 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

5.6 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

5.8 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.

5.9 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

5.11 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

	STELLAR BIOTECHNOLOGIES, INC.

	Per:
		Authorized Signatory

SCHEDULE “I”

TERM SHEET

STELLAR BIOTECHNOLOGIES, INC.

(Capitalized terms have the meanings assigned in the Subscription Agreement.)

THE CORPORATION		Stellar Biotechnologies, Inc.

MINIMNUM/MAXIMUM OFFERING		There is no Minimum Offering. The Maximum Offering consists of 4,000,000 Units.

PURCHASED SECURITIES		The “Purchased Securities” are Units. Each Unit consists of one previously unissued common share, as presently constituted (a “Share”) and one transferable share purchase warrant (a “Warrant”) of the Corporation. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Corporation (a “Warrant Share”), at a price of CDN $0.40 per Warrant Share until the close of business on the day which is three years from the date of the issue of the Warrants.

TOTAL AMOUNT		CDN $1,000,000

PRICE		CDN $0.25 per Unit.

WARRANTS		The Warrants will be transferable, subject to compliance with applicable securities legislation.

		The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s common shares, the payment of stock dividends and the amalgamation of the Corporation.

		The issue of the Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.

SELLING JURISDICTIONS		The Units may be sold to eligible purchasers in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, the Yukon, Nunavut, Northwest Territories, the Maritimes, the United States and in certain “offshore” jurisdictions outside Canada and the United States, subject to receipt of all necessary regulatory approvals and compliance with applicable laws (the “Selling Jurisdictions”).

FINDER’S FEE		The Corporation may pay a finder’s fee to certain arm’s length parties at up to the maximum rates allowed by the Exchange. Such amounts will be paid either in cash or, at the discretion of the Issuer, the issuance of securities of the Corporation.

EXEMPTIONS

The offering will be made in accordance with the following exemptions from the prospectus requirements:

		(a)	the “accredited investor” exemption (section 2.3 of National Instrument 45-106);
		(b)	the United States “accredited investor exemption” (section 2.3 of National Instrument 45-106 and Rule 506 of Regulation D);
		(c)	the British Columbia, Alberta, Manitoba, Quebec, Yukon, Nunavut, Northwest Territories and Maritime “family, friends and business associates” exemption (section 2.5 of National Instrument 45-106);
		(d)	the Saskatchewan “family, friends and business associates” exemption (section 2.6 of National Instrument 45-106);
		(e)	the Ontario “founder, control person and family exemption” (section 2.7 of National Instrument 45-106);
		(f)	the “minimum amount investment” exemption (section 2.10 of National Instrument 45-106); and
		(g)	the “offshore exemption” (BC Instrument 72-503).

RESALE RESTRICTIONS AND LEGENDS		The Purchased Securities will be subject to a four month and one day hold period that commences on Closing.

		The Subscriber acknowledges that the certificates representing the Purchased Securities may bear the following legends:

		“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.]”

		“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING].”

		If the Subscriber is a resident of the United States, then the Subscriber acknowledges that the certificates representing the Purchased Securities will bear the additional following legend or such other legend as legal counsel for the Corporation may advise:

		“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

		The Corporation agrees that the Purchased Securities will bear no legends other than those set out here. Subscribers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

CLOSING DATE		Payment for the Units is required as soon as possible, and the delivery of the Units is scheduled to occur following receipt of the required approval of the Exchange or on such date as may be designated by the Corporation (the “Closing Date”). Subsequent closings may take place from time to time at later dates as may be determined by the Corporation.

ADDITIONAL DEFINITIONS		In this Subscription Agreement, the following words have the following meanings unless otherwise indicated:

		(a)	“Purchased Securities” means the Units purchased under this Subscription Agreement;
		(b)	“Securities” means the Shares, the Warrants and the Warrant Shares;
		(c)	“Warrants” includes the certificates representing the Warrants.

REGULATORY APPROVAL:		The completion of the Offering is subject to regulatory approval by the TSX Venture Exchange.

JURISDICTION OF ORGANIZATION		The Corporation is a validly existing company under the laws of the British Columbia Business Corporations Act.

STOCK EXCHANGE LISTING		Shares of the Corporation are listed on the TSX Venture Exchange. (the “Exchange”).

SECURITIES LEGISLATION APPLICABLE TO THE CORPORATION		The “Securities Legislation Applicable to the Corporation” is the Securities Act (British Columbia) and the Securities Act (Alberta).

SCHEDULE II

PERSONAL INFORMATION ACKNOWLEDGEMENT AND CONSENT

IN THE MATTER OF PERSONAL INFORMATION PROVIDED TO
STELLAR BIOTECHNOLOGIES, INC. (the “Corporation”)

TO BE COMPLETED BY ALL SUBSCRIBERS

ACKNOWLEDGEMENT AND CONSENT:

I, the undersigned, have read and understand the TSX Personal Information Acknowledgement set out below.

I hereby consent to:

(1)

(2)

(3)

(4)

the collection, use and disclosure of my Personal Information by the Regulatory Authorities for such purposes as are identified by the Regulatory Authorities from time to time.

DATED the ________________day of _____________________________, 2012.

	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

TSX PERSONAL INFORMATION ACKNOWLEDGEMENT

•

to conduct background checks,

•

to verify the Personal Information that has been provided about each individual,

•

to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant,

•

to consider the eligibility of the Issuer or Applicant to list on the Exchange,

•

to detect and prevent fraud,

•

to conduct enforcement proceedings, and

•

The Personal Information the Exchange collects may* also be disclosed:

(a)

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

(b)

on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

SCHEDULE III

ACCREDITED INVESTOR CERTIFICATE

(Non-United States Residents Only)

(Capitalized terms not specifically defined in this Schedule have the meaning ascribed to them in the Subscription Agreement of which this Schedule forms part.)

(Please initial or place an X or a check mark next to as applicable)

	___(a)	a Canadian financial institution, or a Schedule III bank,

	___(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

	___(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

	___(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer registered under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

	___(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),

	___(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

	___(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,

	___(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

	___(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

	___(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

	___(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

	___(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

	___(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000, as shown on its most recently prepared financial statements,

	___(n)	an investment fund that distributes its securities only to

		(i)	a person that is or was an accredited investor at the time of distribution,

		(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds], or

		(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment],

	___(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

	___(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

	___(q)	a person acting on behalf of a fully managed account managed by that person, if that person

		(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

		(ii)	in Ontario, is purchasing a security that is not a security of an investment fund;

	___(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

	___(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

	___(t)	a person or company in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

	___(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

	___(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

For the purposes of the foregoing terms in bold, the following definitions apply:

“bank” means a bank named in Schedule I or II of the Bank Act (Canada).

“Canadian financial institution” means

(a)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)

“control person” means any person that holds or is one of a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds

(a)

a sufficient number of any of the securities of a company so as to affect materially the control of the company, or

(b)

more than 20% of the outstanding voting securities of a company except where there is evidence showing that the holding of those securities does not affect materially the control of the company.

“director” means

(a)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

“eligibility adviser” means

(a)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b)

(i)

have a professional, business or personal relationship with the Corporation, or any of its directors, executive officers, founders, or control persons, and

(ii)

“eligible investor” means

(a)

a person whose

(i)

net assets, alone or with a spouse, in the case of an individual, exceed $400 000,

(ii)

net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year, or

(iii)

(b)

a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

(c)

a general partnership of which all of the partners are eligible investors,

(d)

a limited partnership of which the majority of the general partners are eligible investors,

(e)

a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible investors,

(f)

an accredited investor,

(g)

a person described in section 2.5 [Family, friends and business associates] of National Instrument 45-106, or

(h)

a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser;

“executive officer” means, for an Corporation, an individual who is

(a)

a chair, vice-chair or president,

(b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(d)

performing a policy-making function in respect of the Corporation;

“financial assets” means

(a)

cash,

(b)

securities, or

(c)

a contract of insurance, deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“founder” means, in respect of a Corporation, a person who,

(a)

(b)

at the time of the trade is actively involved in the business of the Corporation;

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“marketplace” has the same meaning as in National Instrument 21-101 Marketplace Operation;

“MD&A” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations;

“non-redeemable investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“person” includes

(a)

an individual,

(c)

a partnership, trust, fund, and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“related liabilities” means:

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of

financial assets; or

(b)

liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); “spouse” means an individual who

(a)

is married to another individual and is not living separate and apart within the meaning of the

Divorce Act (Canada), from the other individual,

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

For the purpose of this Schedule III, an issuer is an affiliate of another issuer if

(a)

one of them is the subsidiary of the other, or

(b)

each of them is controlled by the same person.

Except for the “Employee, Executive Officer, Director and Consultant Exemptions”, a person (first person) is considered to control another person (second person) if

(a)

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to

elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c)

the second person is a limited partnership and the general partner of the limited partnership is the first person.

The undersigned has executed this Certificate as of the __________day of _____________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE IV

ACCREDITED INVESTOR CERTIFICATE

(United States Residents Only)

(a)

(b)

(c)

(d)

________	Category 1.	A bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting in its individual or fiduciary capacity; or

________	Category 2.	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; or

________	Category 3.	A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; or

________	Category 4.	An insurance company as defined in Section 2(13) of the 1933 Act; or

________	Category 5.	An investment company registered under the United States Investment Company Act of 1940; or

________	Category 6.	A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or

________	Category 7.	A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; or

________	Category 8.	A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US $5,000,000; or

________	Category 9.	An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

________	Category 10.	A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

________	Category 11.	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000; or

________	Category 12.	Any director or executive officer of the Corporation; or

________	Category 13.	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds US $1,000,000; or

________	Category 14.	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

________	Category 15.	A trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or

________	Category 16.	Any entity in which all of the equity owners meet the requirements of at least one of the above categories;

(e)

it understands that if it decides to offer, sell or otherwise transfer the Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(i)

the transfer is to the Corporation;

(ii)

the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations;

(iii)

(iv)

the Securities are transferred in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities;

and it has prior to such sale furnished to the Corporation an opinion of counsel of recognized standing or other evidence of exemption, in either case reasonably satisfactory to the Corporation;

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

it understands and acknowledges that the Corporation is not obligated to remain a “foreign Corporation” (as such is defined in Rule 405 promulgated under the 1933 Act);

(n)

(o)

The capitalized terms not defined in this Schedule shall have the meanings ascribed to them in the Subscription Agreement.

The undersigned has executed this Certificate as of the _______day of___________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE V

CONFIRMATION OF RELATIONSHIP

FAMILY, FRIENDS AND BUSINESS ASSOCIATES CERTIFICATE

(British Columbia, Alberta, Manitoba, Quebec, Yukon, Nunavut, Northwest Territories and Maritime Residents Only)

(Please initial or place an X or a place a check mark next to one or more as applicable)

________	(a)	I am a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

________	(b)	I am a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

________	(c)	I am a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

________	(d)	I am a close personal friend of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

________	(e)	I am a close business associate of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation.

________	(f)	I am a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, grandchild or close personal close business associate of a founder of the Corporation.

________	(g)	I am a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Corporation.

________	(h)	I am a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in the categories (a) to (g) above.

________	(i)	I am a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in the categories (a) to (g) above.

and if any of (b) through (i) is initialled or marked, the name of the director, executive officer, control person or

founder is:

____________________________________________________________

(Print name of director, executive officer, control person or founder)

For the purposes of the foregoing terms in bold, the definitions in Schedule III and the following guidance apply:

An individual is not a close personal friend solely because the individual is a relative, a member of the same organization, association or religious group or a current or former client or customer.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close personal friend of a close personal friend of the director, executive officer, founder or control person.

The undersigned has executed this Certificate as of the ______day of_______________, 2012.


	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE VI

CONFIRMATION OF RELATIONSHIP

FOUNDER, CONTROL PERSON AND FAMILY CERTIFICATE

(Ontario Residents Only)

(initial or place an X or place a check mark next to one or more as applicable)

	__(a)	a founder of the Corporation;

	__(b)	an affiliate of a founder of the Corporation;

	__(c)	a spouse, parent, brother,sister, grandparent, grandchild or child of an executive officer, director or founder of the Corporation; or

	__(d)	a control person of the Corporation.

and if (c) is initialled or marked, the director, executive officer or founder is:__________________

__________________________________________

(Print name of director, executive officer or founder)

For the purposes of the foregoing terms in bold, the definitions in Schedule III apply.

The undersigned has executed this Certificate as of the ______day of___________, 2012.

	Signature of individual (if Subscriber is an individual)


	Authorized signatory (if Subscriber is not an individual)


	Name of Subscriber (please print)


	Name of authorized signatory (please print)


	Official capacity of authorized signatory (please print)

SCHEDULE VII

RISK ACKNOWLEDGEMENT

SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES

(Saskatchewan Residents Only)

WARNING

I acknowledge that this is a risky investment:

I am investing entirely at my own risk.

No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities.

I will not be able to sell these securities for 4 months.

I could lose all the money I invest.

I am investing $______________ [total consideration] in total; this includes any amount I am obliged to pay in future.

I am a close personal friend or close business associate of_____________________ [state name], who is a____________ [state title - founder, director, executive officer or control person] of Stellar Biotechnologies, Inc.

I acknowledge that I am purchasing based on my close relationship with _______________________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

Date		Signature of Subscriber


		Print name of Subscriber