exv4w2



 



Exhibit 4.2




THESE WARRANTS ARE NON-TRANSFERRABLE.



THE PURCHASE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO
VALUE UNLESS EXERCISED ON OR BEFORE 4:30 P.M. (VANCOUVER TIME) l , 200l


WARRANT CERTIFICATE




	 	 	 
	Warrant Certificate

Number l	 	
             SERIES A WARRANTS

(“Warrants”) entitling the holder to acquire,

subject to adjustment, one share of common

stock for every one Warrant represented hereby



Bear Creek Mining Corporation



INCORPORATED UNDER THE LAWS OF THE YUKON TERRITORY



THIS IS TO CERTIFY THAT *     (hereinafter referred to as the
“holder”) is the registered holder of the number of Warrants to purchase common
shares (“Common Shares”) in the capital of Bear Creek Mining Corporation (the
“Company”) as set forth in this Series A Warrant certificate (“Warrant
Certificate”). Each Warrant represented hereby entitles the holder thereof to
acquire one fully paid and non-assessable Common Share in the capital of the
Company without par value (a “Warrant Share”), as such shares were constituted
on
l, 2002 in the manner and subject to the restrictions and adjustments set
forth herein at any time and from time to time until 4:30 p.m. (Vancouver time)
(the “Time of Expiry”) on l, 200l (the “Expiry Date”), at a price of US$0.50.


The right to acquire Warrant Shares hereunder may only be exercised by the
holder within the time set forth above by duly completing and executing the
Exercise Form attached hereto by surrendering this Warrant Certificate to
Pacific Corporate Trust Company (the “Trustee”) at the principal office of the
Trustee in the City of Vancouver and remitting a certified cheque, bank draft
or money order in lawful money of the United States payable to the order of the
Company at par where this Warrant Certificate is so surrendered for the
aggregate purchase price of the Warrant Shares so subscribed for.


These Warrants shall be deemed to be surrendered only upon personal delivery
hereof or, if sent by mail or other means of transmission, upon actual receipt
thereof by the Trustee at the office referred to above.


Upon surrender of these Warrants, the person or persons in whose name or names
the Warrant Shares issuable upon exercise of the Warrants are to be issued
shall be deemed for all purposes (except as provided in the Indenture
hereinafter referred to) to be the holder or holders of record of such Warrant
Shares and the Company has covenanted that it will (subject to the provisions
of the Indenture) cause a certificate or certificates representing such Warrant
Shares to be delivered or mailed to the person or persons at the address or
addresses specified in the Exercise Form within five Business Days.


 







 

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If, at the time of exercise by the Warrantholder of any of the Warrants
represented by this Warrant Certificate, the registration statement filed by
the Company under the United States Securities Act of 1933 (the “1933 Act”) on
Form SB-2 is no longer effective, then this Warrant may not be exercised in the
United States or by or on behalf of a U.S. person, as such terms are defined in
Regulation S under the 1933 Act, unless the Warrantholder has delivered to the
Company a written opinion of counsel to the effect that the exercise of the
Warrant and the Warrant Shares to be delivered upon exercise hereof have been
registered under the 1933 Act or an available exemption from the registration
requirements thereunder.


The registered holder of this Series A Warrant Certificate may acquire any
lesser number of Warrant Shares than the number of Warrant Shares which may be
acquired for the Warrants represented by this Warrant Certificate. In such
event, the holder shall be entitled to receive a new certificate for the
balance of the Warrant Shares which may be acquired. No fractional Warrant
Shares will be issued.


The Warrants represented by this Warrant Certificate are issued under and
pursuant to a Warrant indenture (the “Indenture”) made as of November 22, 2002
between the Company and the Trustee. Reference is made to the Indenture and any
instrument supplemental thereto for a full description of the rights of the
holders of the Warrants and the terms and conditions upon which the Warrants
are, or are to be issued and held, with the same effect as if the provisions of
the Indenture and all instruments supplemental thereto were set forth herein.
By acceptance hereof, the holder assents to all provisions of the Indenture. In
the event of a conflict between the provisions of the Warrant Certificate and
the Indenture, the provisions of the Indenture shall govern. Capitalized terms
used in the Indenture have the same meaning herein as therein unless otherwise
defined.


In the event of any alteration of the Common Shares, including any subdivision,
consolidation or reclassification, and in the event of any form of
reorganization of the Company including any amalgamation, merger or
arrangement, the holders of Warrants shall, upon exercise of the Warrants
following the occurrence of any of those events, be entitled to receive the
same number and kind of securities that they would have been entitled to
receive had they exercised their Warrants immediately prior to the occurrence
of those events.


The registered holder of this Warrant Certificate may at any time prior to the
Expiry Date upon surrender hereof to the Trustee at its principal office in the
City of Vancouver, exchange this Warrant Certificate for other certificates
entitling the holder to acquire in the aggregate the same number of Warrant
Shares as may be acquired under this Warrant Certificate.


The holding of the Warrants evidenced by this Warrant Certificate shall not
constitute the holder hereof a shareholder of the Company or entitle the holder
to any right or interest in respect thereof except as expressly provided in the
Indenture or in this Warrant Certificate.


The Indenture provides that all holders of Warrants shall be bound by any
resolution passed at a meeting of the holders held in accordance with the
provisions of the Indenture and resolutions signed by the holders of Warrants
entitled to acquire a specified majority of the Warrant Shares which may be
acquired pursuant to all the outstanding Warrants.


 







 

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This Warrant Certificate shall not be valid for any purpose whatsoever unless
and until it has been certified by or on behalf of the Trustee.


Time shall be of the essence hereof. This Warrant Certificate shall be governed
by and construed in accordance with the laws of the Province of British
Columbia and the federal laws applicable therein and shall be treated in all
respects as a British Columbia contract.


IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed
by its duly authorized officers as of l, 2002.


Bear Creek Mining Corporation



	 	 	 
	By:	 	 
	 	 	


	 	 	
President and Chief Executive Officer



 







 

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EXERCISE FORM




	 	 	 
	TO:	 	
Bear Creek Mining Corporation
	
	
	
	

	AND:	 	
Pacific Corporate Trust Company




	 	 	 	 	 
	 	 	
(a)
	 	The undersigned hereby exercises the right to acquire
Common Shares of Bear Creek Mining Corporation (or such number of
other securities or property to which such Series A Warrants
entitle the undersigned in lieu thereof or in addition thereto
under the provisions of the Indenture referred to in the
accompanying Series A Warrant Certificate in accordance with and
subject to the provisions of such Indenture) and encloses cash or a
bank draft, certified cheque or money order in lawful money of the
United States payable to Bear Creek Mining Corporation.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
(b)
	 	The Common Shares (or other securities or property) are to
be issued as follows:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Name:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	               (print clearly)
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Address in full:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Social Insurance or Social Security Number:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Number of Common Shares:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	Note: If further nominees intended, please attach (and initial)
schedules giving these particulars.



Such securities (please check one):



	 	 	 
	(a)	 	
*               should be sent by first class mail to the
following address:



OR





	 	 	 
	(b)	 	
*               should be held for pick up at the office of
the Trustee at which this Series A Warrant Certificate is
deposited.









If the number of Warrants exercised is less than the number of Warrants
represented hereby, the undersigned requests that the new Series A Warrant
Certificate representing the balance of the Warrants be registered in the name
of *               .


Such securities (please check one):



	 	 	 
	(a)	 	
*               should be sent by first class mail to the
following address:



 







 

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OR




	 	 	 
	(b)	 	
*               
should be held for pick up at the office of
the Trustee at which this Warrant Certificate is deposited.



If, at the time of exercise hereunder, the registration statement filed by Bear
Creek Mining Corporation under the United States Securities Act of 1933 (the
“1933 Act”) on Form SB-2 is no longer effective, then the undersigned
represents, warrants and certifies as follows (if the registration statement is
no longer effective, one of the following must be checked):



	 	 	 
	(A)	 	
*               
the undersigned
holder at the time of exercise of the Warrant is not in
the United States, is not a “U.S. person” as defined in
Regulation S under the 1933 Act and is not exercising
the Warrant on behalf of, or for the account or benefit
of a U.S. person and did not execute or deliver this
subscription form in the United States; OR
	
	
	
	

	(B)	 	
*               

the undersigned
holder has delivered to the Company and the Company’s
transfer agent an opinion of counsel (which will not be
sufficient unless it is in form and substance
satisfactory to the Company) to the effect that an
exemption from the registration requirements of the
1933 Act and applicable state securities laws is
available.



The undersigned holder understands that unless Box (A) above is checked, the
certificate representing the Common Shares issued upon exercise of the Series A
Warrant will bear a legend restricting transfer without registration under the
1933 Act and applicable state securities laws unless an exemption form
registration is available. A share certificate bearing such a legend is not
considered to be good delivery under the Rules and Policies of the TSX Venture
Exchange.


In the absence of instructions to the contrary, the securities or other
property will be issued in the name of or to the holder hereof and will be sent
by first class mail to the last address of the holder appearing on the register
maintained for the Warrants.



	 
	DATED the
*               
day of
*               ,
*               




	 	 	 
	
	 	


	Signature Guaranteed	 	
(Signature of Warrantholder)
	
	
	
	

	 	 	 
	 	 	


	 	 	
Print full name
	
	
	
	

	 	 	 
	 	 	


	 	 	 
	 	 	


	 	 	
Print full address




	1.	 	The registered holder may exercise its right to receive Common Shares
by completing this form and surrendering this form and the Warrant
Certificate representing the



 







 


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	 	 	Warrants being exercised to Pacific Corporate Trust Company at its
principal office at 10th Floor, 625 Howe Street, Vancouver, B.C., V6C
3B8. Certificates for Common Shares will be delivered or mailed within
five business days after the exercise of the Warrants.
	 
	2.	 	If the Exercise Form indicates that Common Shares are to be issued to
a person or persons other than the registered holder of the Certificate,
the signature of such holder of the Exercise Form must be guaranteed by
a Schedule “A” major chartered bank, a trust company, or a member of an
acceptable medallion guarantee program. The Guarantor must affix a stamp
bearing the actual words ‘Signature Guaranteed”.
	 
	 	 	Please note signature guarantees are not accepted from treasury branches
or credit unions unless they are members of the Stamp Medallion Program.
	 
	3.	 	If the Exercise Form 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
Trustee and the Company.