THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.
purchase __________ shares of common stock of
RIVER GOLD CORP.
common stock purchase warrant
certifies that, for value received,
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date given above
the close of business on the second anniversary of the Initial Exercise Date
not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
Nevada corporation (the “Company”),
common stock, par value $0.001 per share, of the Company (the “Common
purchase price of one share of Common Stock under this Warrant is equal to
Exercise Price, as defined in Section 2(a).
Capitalized terms used and not otherwise defined in this Warrant have the same
meanings as they have in the Securities Purchase Agreement (the “Purchase
among the Company and the Holder as Purchaser.
exercise price of the Common Stock under this Warrant is $1.00,
Holder may exercise the purchase rights represented by this Warrant at any
from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
the Termination Date by delivering to the Company (i) a duly executed facsimile
copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
wire or cashier’s check drawn on a United States bank the United States dollar
amount equal to the number of Warrant Shares being purchased times the Exercise
Price (the “Exercise
Holder may not exercise any portion of this Warrant if, immediately after the
Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
would beneficially own more than 4.99% of the number of shares of the Common
Stock outstanding. For the purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Holder and its Affiliates
includes the number of shares of Common Stock issuable upon the exercise of
Warrant, but excludes the number of shares of Common Stock that would be
issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
the unexercised or nonconverted portion of any other securities of the Company
that the Holder or any of its Affiliates own beneficially.
Except as set forth in the foregoing sentence, for the purposes of this Section
beneficial ownership must be calculated in accordance with Section 13(d) of
Securities and Exchange Act of 1934 (“Exchange
Holder acknowledges that the Company is not representing to Holder that the
calculation described in Section 2(c)(i)
with Section 13(d) of the Exchange Act and Holder is solely responsible for
schedules required to be filed in accordance with it. The determination of
whether this Warrant is exercisable (in relation to other securities owned
the Holder and its Affiliates) is in the sole discretion of the Holder, and
submission of a Notice of Exercise is deemed to be the Holder’s declaration that
the Holder has determined that this Warrant is exercisable as set out in the
Notice of Exercise and subject to the limitations in this Section 2(c);
Company is not obliged to verify or confirm the accuracy of the Holder’s
purposes of this Section 2(c),
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in the
most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
10-KSB, (B) a public announcement by the Company stating the number of shares
Common Stock outstanding, or (C) any other notice by the Company or the
Company’s Transfer Agent stating the number of shares of Common Stock
outstanding. If Holder asks for it, the Company will within two Trading
Days confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding.
of Warrant Shares.
Company will issue all Warrant Shares as duly authorized, validly issued, fully
paid and non-assessable, and free from all taxes, liens and charges (other
taxes in respect of any transfer occurring contemporaneously with the issue).
of certificates upon exercise.
Company’s transfer agent will deliver certificates for Warrant Shares to the
Holder to the address specified by the Holder in the Notice of Exercise within
Trading Days from the later of (A) the Company’s receipt of the Notice of
Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
receipt of the Exercise Amount as set out in Section 2(b)
Share Delivery Date”).
Warrant is deemed to have been exercised on the date the Exercise Amount is
received by the Company (“Exercise
the Warrant Shares are deemed to have been issued, and Holder is deemed to
become a holder of record of the shares for all purposes, on the Exercise
of new Warrants upon exercise.
Warrant is exercised in part, the Company will, when it delivers the certificate
or certificates representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
identical in all other respects with this Warrant.
Company fails to cause its transfer agent to transmit to the Holder a
certificate or certificates representing the Warrant Shares pursuant to this
Warrant Share Delivery Date, then the Holder may rescind the
fractional shares or scrip.
fractional shares or scrip representing fractional shares may be issued upon
exercise of this Warrant. If the Holder would otherwise be entitled to
fractional shares upon the exercise, the Company will pay a cash adjustment
respect of the fraction in an amount equal to the fraction multiplied by the
taxes and expenses.
Company will issue certificates for Warrant Shares in the name of the Holder
will not charge the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of the certificate.
Company will not close its stockholder books or records in any manner that
prevents the timely exercise of this Warrant.
dividends and splits.
Company, at any time while this Warrant is outstanding,
pays a stock dividend or otherwise makes a distribution on shares of its Common
Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
not include any shares of Common Stock issued by the Company pursuant to this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
number of shares, (iii) combines outstanding shares of Common Stock into a
smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then the Exercise
must be multiplied by a fraction of which the numerator is the number of shares
of Common Stock (excluding treasury shares, if any) outstanding before the
and of which the denominator is the number of shares of Common Stock outstanding
after the event, and the number of shares issuable upon exercise of this Warrant
must be proportionately adjusted by this fraction. Any adjustment made pursuant
to this Section 3(a)
effective immediately after the record date for the determination of
stockholders entitled to receive the dividend or distribution and is effective
immediately after the effective date in the case of a subdivision, combination
any time while this Warrant is outstanding,
Company merges or consolidates with or into another Person, (ii) the Company
sells all or substantially all of its assets in one or a series of related
transactions, (iii) any Person completes a tender offer or exchange offer by
which holders of Common Stock are permitted to tender or exchange their shares
for other securities, cash or property, or (iv) the Company reclassifies its
Common Stock or completes any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a “Fundamental
upon any subsequent conversion of this Warrant, the Holder has the right to
receive, for each Warrant Share that would have been issued upon the exercise
absent the Fundamental Transaction, the same consideration as the Company has
given its other holders of its Common Stock for the conversion of their Common
Stock outstanding at the time of the Fundamental Transaction (the “Alternate
successor to the Company or surviving entity in a Fundamental Transaction must
issue to the Holder a new warrant consistent with the foregoing provisions
evidence of the Holder’s right to exercise the warrant into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is completed must include terms requiring the successor or surviving
entity to comply with the provisions of this Section 3(b)
insuring that this Warrant (or any replacement security) is similarly adjusted
upon any subsequent transaction analogous to a Fundamental
calculations under this Section 3
made to the nearest cent or the nearest 1/100th
share, as the case may be. The number of shares of Common Stock outstanding
any given time does not include shares of Common Stock owned or held by or
the account of the Company. For the purposes of this Section 3,
number of shares of Common Stock deemed to be issued and outstanding as of
given date is the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.
Company makes adjustments under this Section 3,
Company will promptly mail to each Holder a notice containing a description
the event that required the adjustment. If the Company proposes any transaction
that affects the rights of the holders of its Common Stock, then the Company
will notify the Holders of the proposal at least twenty days before the record
date set for the transaction.
Company will register this Warrant on its warrant register and will treat the
registered Holder as the absolute owner for all purposes.
warrant is not transferable.
rights as shareholder until Exercise Date.
Warrant does not entitle the Holder to any voting rights or other rights as
shareholder of the Company before the Exercise Date. Upon the surrender of
Warrant and the payment of the aggregate Exercise Price, the Company will issue
the Warrant Shares to the Holder as the record owner of the Warrant Shares
the close of business on the Exercise Date.
Theft, Destruction or Mutilation of Warrant.
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of the Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
Sundays, Holidays, etc.
last date for doing anything under this Warrant falls on a Saturday, Sunday
legal holiday, then the thing may be done on the next succeeding Trading
Company covenants that, while the Warrant is outstanding, it will reserve from
its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance
this Warrant constitutes full authority to its officers who are charged with
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may
necessary to assure that the Warrant Shares are issued as provided without
violation of any applicable law or regulation, or of any requirements of the
Trading Market upon which the Common Stock may be listed or quoted.
waived or consented to by the Holder, the Company will not by any action avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in carrying out of all
terms and take whatever actions is necessary or appropriate to protect the
rights of Holder under this Warrant from impairment.
questions concerning the construction, validity, enforcement and interpretation
of this Warrant must be determined in accordance with the provisions of the
Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
not registered, will be subject to restrictions upon resale imposed by state
federal securities laws.
course of dealing or any delay or failure to exercise any right hereunder on
part of Holder operates as a waiver of the right or otherwise prejudices
Holder’s rights, powers or remedies.
notice, request or other document required or permitted to be given or delivered
by either party to the other must be delivered in accordance with the notice
provisions of the Purchase Agreement.
to applicable securities laws, this Warrant inures to the benefit of and binds
the successors and permitted assigns of the Company and the Holder.
amendment of this Warrant must be in writing and signed by both the Company
Wherever possible, each provision of this Warrant must be interpreted under
applicable law, but if any provision of this Warrant is prohibited by or invalid
under applicable law, the provision is ineffective to the extent of the
prohibition or invalidity, without invalidating the remaining provisions of
headings used in this Warrant are for the convenience of reference only and
not, for any purpose, deemed a part of this Warrant.
Company has caused this Warrant to be executed by its duly authorized
RIVER GOLD CORP.
River Gold Corp.
undersigned hereby elects to purchase ____________
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full; if exercised in part, attach a copy of the Warrant), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
will take the form of lawful money of United States.
undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended
deliver the Warrant Shares to the following:
of Holder or authorized signatory of Holder