Stock purchase warrant to purchase _______________ shares of common stock of magellan gold corporation
STOCK PURCHASE WARRANT To Purchase _______________ Shares of Common Stock of MAGELLAN GOLD CORPORATION
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NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES
COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS
OF APPLICABLE STATE SECURITIES LAWS.
CERTIFIES that, for value received, _________________________________, or assigns (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the
date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the close of business on a date that
is six (6) months following the effective date of a Registration Statement on Form S-1 registering for resale the Warrant Shares
(defined below) under the Securities Act of 1933, as amended (the "Termination Date") unless sooner terminated in accordance
with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from Magellan Gold Corporation,
a Nevada corporation (the "Company"), up to ______________________________ (_______________) shares (the "Warrant
Shares") of Common Stock, $0.001 par value per share of the Company (the "Common Stock"). The purchase price of
one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.06. The Exercise Price and the number
of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
of Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder
are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.
of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented
by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
as provided in Paragraph 3(b) herein, exercise of the purchase rights represented by this Warrant may be made at any time or times
on or after the Initial Exercise Date, and before the close of business on the Termination Date, or such earlier date on which
this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise
Form annexed hereto duly executed at the office of the Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and
upon payment of the Exercise Price of the shares thereby purchased in the manner provided for herein, and all taxes required,
if any, to be paid by Holder prior to the issuance of such shares pursuant to Paragraph 6. Upon such exercise, the holder of this
Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares
purchased hereunder shall be delivered to the holder hereof within three (3) business days after the date on which this Warrant
shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised. If this Warrant shall
have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant
Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(b) Notwithstanding any other
provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there
is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to
exercise any portion of this Warrant, nor shall the Company have the obligation to accept the exercise of such Warrant to the
extent that, after such exercise or issuance of stock in payment of interest, the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of the Warrants or other convertible securities or of the unexercised portion
of other options or warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable
upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account
the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended,
except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that
if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such
assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions
of this Paragraph 3(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder
from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit
the continued exercise of this Warrant. The provisions of this Paragraph 3(b) (i) shall not apply to any Holder who, without regard
to this Warrant and the underlying Warrant Shares is the beneficial owner, within the meaning of Rule 13d-3 of 5% or more of the
Company’s issued and outstanding shares of common stock, (ii) can be waived by agreement of the Company and the Holder,
and (iii) shall terminate in the event the Company exercises its right to redeem the Warrants pursuant to the provisions of Paragraph
17 of this Warrant Certificate.
of Payment. The exercise price of each Warrant shall be paid in cash, certified funds or wire transfer at the time the Warrant
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such final fraction in an amount equal to the Exercise Price.
Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of
this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further,
that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this
Division and Combination.
to compliance with any applicable securities laws (including the provision to the Company of an opinion of counsel for the assignor
of this Warrant), transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by
a new Holder for the purchase of shares of Common Stock without having a new Warrant issued.
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent
or attorney. Subject to compliance with Paragraph 8(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.
Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this
Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.
Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof. Upon the exercise (as defined in Paragraph 3(a)), the Warrant Shares
so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business
on the later of the date of such exercise.
Theft, Destruction or Mutilation of Warrant. The Company represents and warrants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate 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 such 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 such cancellation, in lieu of such Warrant or stock certificate.
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on
the next succeeding day not a Saturday, Sunday or legal holiday.
of Exercise Price and Number of Warrant Shares.
Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the happening of any of the following, (an “Adjustment Event”): The Company
shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine
its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital
stock in a reclassification of the Common Stock. Upon the occurrence of an Adjustment Event, the number of Warrant Shares purchasable
upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled
to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled
to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares
or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to
purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per such Warrant
Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares
or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record date, if any, for such Adjustment Event.
Reclassification, Merger, Consolidation or Disposition of Assets. In case (i) the Company shall (A) reorganize its capital,
(B) reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or (C) sell, transfer
or otherwise dispose of all or substantially all its property, assets or business to another corporation (a “Fundamental
Change”) and, (ii) pursuant to the terms of such Fundamental Change, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock of the Company, then the holder of this Warrant
shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result
of such Fundamental Change by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the
successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance
of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Paragraph
12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which
is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption
and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants
or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Paragraph 12 shall similarly apply
to successive Fundamental Changes.
for Dividends. In the event the Company shall make or issue, or shall have issued, or shall fix a record date for the determination
of holders of common stock entitled to receive a dividend or the distribution (other than a distribution otherwise provided for
herein) payable in (a) securities of the Company other than shares of Common Stock or (b) assets (including cash paid
or payable out of capital or capital surplus or surplus created as a result of a revaluation of property, but excluding the cumulative
dividends payable with respect to an authorized series of Preferred Stock), then and in each such event provision shall be made
so that the holders of Warrants shall receive upon exercise thereof in addition to the number of shares of Common Stock receivable
thereupon, the number of securities or such other assets of the Company which they would have received had their Warrants been
exercised into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to
and including the exercise date, retained such securities or such other assets receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this paragraph with respect to Warrrantholders.
for Capital Reorganization or Reclassification. If the common stock issuable upon the exercise of the Warrants shall be changed
into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification
or otherwise then and in each such event the holder of the Warrants shall have the right thereafter to exercise such Warrants and
receive the kind an amount of shares of stock and other securities and property receivable upon such reorganization, reclassification
or other change by holders of the number of shares of common stock into which such Warrant might have been exercised immediately
prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.
of Number of Shares. Anything in this Certificate to the contrary notwithstanding, in case the Company shall at any time issue
Common Stock or Convertible Securities by way of dividend or other distribution on any stock of the Company or subdivide or combine
the outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased in the case of such issuance (on
the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution) or decreased
in the case of such subdivision or increased in the case of such combination (on the date that such subdivision or combination
shall become effective).
Adjustment for Small Amounts. Anything in this paragraph to the contrary notwithstanding, the Company shall not be required
to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as
above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of
more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise
Price shall thereupon be given effect.
of Shares Adjusted. Upon any adjustment of the Exercise Price, the Holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase, at the new Exercise Price, the number of shares, calculated to the nearest full share, obtained
by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the new Exercise Price.
Stock Defined. Whenever reference is made in this Paragraph 12 to the issue or sale of shares of Common Stock, the term "Common
Stock" shall mean the Common Stock of the Company of the class authorized as of the date hereof and any other class of stock
ranking on a parity with such Common Stock. However, subject to the provisions of Paragraph 12 hereof, shares issuable upon exercise
hereof shall include only shares of the class designated as Common Stock of the Company as of the date hereof.
Adjustment by the Company. The Company may at any time during the term of this Warrant, (i) extend the Termination Date or
(ii) reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.
of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or
certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise
Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in absence of manifest
error, shall be conclusive evidence of the correctness of such adjustment.
of Corporate Action. If at any time:
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or
any other securities or property, or to receive any other right, or
shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases,
the Company shall give to Holder (i) at least 30 days' prior written notice of the record date for such dividend, distribution
or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 days' prior written notice of the date when the
same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders
of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the
date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation
or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section 17(d).
Shares. The Company covenants that during the period 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 of this Warrant shall constitute full authority to its
officers who are charged with the 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 be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the NASDAQ Capital Market, or any domestic
securities exchange upon which the Common Stock may be listed.
The Company shall
not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary 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 the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.
Upon the request
of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably
satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder.
Before taking any
action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that
the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price.
This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the
laws of Colorado without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to the terms
set forth in the Agreement.
The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws and by the Agreement.
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate
on the Termination Date. If the Company fails to comply with any provision of this Warrant, the Company shall pay to Holder such
amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any
of its rights, powers or remedies hereunder.
Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall
be delivered in accordance with the notice provisions of the Agreement.
of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by
any such Holder or holder of Warrant Shares.
The Company shall cooperate with Holder in supplying such information as may be reasonably necessary for Holder to complete and
file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of an exemption
from the Securities Act for the sale of any Warrant or any Warrant Shares.
The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred
by or asserted against Holder in any manner relating to or arising out of any failure by the Company to perform or observe in any
material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that
the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final non-appealable judgment by a court
to have resulted from Holder's negligence, bad faith or willful misconduct in its capacity as a stockholder or warrantholder of
This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized.
The undersigned hereby
elects to purchase ________ shares of Common Stock (the "Common Stock"), of MAGELLAN GOLD CORPORATION, pursuant
to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.
Please issue a certificate
or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to
________________________________ whose address is
NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.