THIS
WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
THE WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS IT IS
REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  THE WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES
AND THE SECURITIES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UPON EXERCISE
UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  FOR A PERIOD OF AT LEAST SIX MONTHS FROM THE DATE OF THIS
WARRANT, IT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS
(OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR
ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS
AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING SHARES OF THE
ISSUER MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

    


    COMMON
STOCK PURCHASE WARRANT

    


    


    WHITE
MOUNTAIN TITANIUM CORPORATION

    (A NEVADA
CORPORATION)

    


    
      	
              CERTIFICATE
      NUMBER:  W-2

            	
              1,000,000
      WARRANTS

            


    

    


    This
certifies that for value received, Chapelle Capital Corp., a
corporation created under the laws of British Columbia, Canada or registered assigns
(the “Registered Owner”), is the owner of One million (1,000,000) common stock
purchase warrants (the “Warrants”), each of which Warrants entitles the
Registered Owner to purchase at any time during the period expiring at 5:00 P.M.
Mountain Time on December 31, 2015, (the “Exercise Period”) one fully paid and
non-assessable share of common stock, par value $0.001 per share (the “Common
Stock”), of White Mountain Titanium Corporation, Inc., a Nevada corporation (the
“Company”), upon payment of One Dollar and Fifty Cents ($1.50) per share (the
“Exercise Price”); provided, however, that the exercise of the Warrants is
subject to certain vesting requirements as set forth herein; and further
provided that the number of shares of the Common Stock purchasable upon exercise
of each Warrant may be increased or reduced and the Exercise Price adjusted in
the event of certain contingencies described below.

    


    By acceptance of this Warrant
Certificate, the Registered Owner agrees to the following terms and
conditions:

    


    1.           Vesting.

    


    (a)         The
Warrants represented by this Warrant Certificate shall vest and become
exercisable only upon the occurrence of one of the following events and shall be
exercisable in full upon the first of such events to occur:

    


    i.           If
on or before June 30, 2011, the closing price of the common stock of the Company
is at least $2.00 per share for five (5) consecutive trading days as reported by
the principal trading market for the common stock.

    


    ii.           If
on or before December 31, 2012, the closing price of the common stock of the
Company is at least $2.50 per share for five (5) consecutive trading days as
reported by the principal trading market for the common stock.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    iii.           If
on or before December 31, 2015, the closing price of the common stock of the
Company is at least $3.00 per share for five (5) consecutive trading days as
reported by the principal trading market for the common stock.

    


    (b)           The
stock prices set forth above shall be subject to reasonable adjustment by the
Company upon the occurrence of an event set forth in Section 7
hereof.

    


    2.           Method of
Exercise.

    


    (a)           This
Warrant may be exercised by delivery of this Warrant Certificate and the duly
completed and executed form of election to purchase attached hereto setting
forth the number of Warrants to be exercised, together with either:

    


    i.           A
certified check or bank check payable to the order of, or bank wire transfer to,
the Company in the amount of the full Exercise Price of the Common Stock being
purchased;

    


    ii.           Shares
of Common Stock of the Company already owned by the Registered Owner equal to
the exercise price with the Common Stock valued at its fair market value based
on the closing bid quotation for such stock on the close of business on the
trading day last preceding the date of the exercise of this Warrant, as reported
by the OTC Bulletin Board, or if not reported by the OTC Bulletin Board, then as
determined by the Company through any other reliable means of determination
available on the close of business on the trading day last preceding the date of
such exercise;

    


    iii.           Warrants
or other rights to purchase Common Stock valued at the amount by which the
closing bid quotations (as determined in accordance with
subsection 2(a)(ii) above) of the Common Stock subject to warrants or other
rights exceeds the exercise or purchase price provided on such warrants or
rights; or

    


    iv.           Cancellation
of debt owed by the Company to the Registered Owner, including debt incurred for
professional services rendered, employment relationships, or otherwise, upon
presentation of an invoice for services provided to the Company.

    


    (b)           Upon
receipt of this Warrant Certificate with the exercise form duly executed,
together with payment in full of the aggregate Exercise Price of the shares of
Common Stock to be purchased, the Company shall make deliver of certificates
evidencing the total number of shares of Common Stock issuable upon such
exercise, in such names and denominations as are required for delivery to, or in
accordance with the instructions of the Registered Owner.  Such Common
Stock certificates shall be deemed to be issued, and the person to whom such
shares of Common Stock are issued of record shall be deemed to have become a
holder of record of such shares of Common Stock, as of the date of the surrender
of such Warrant Certificate and payment of the Exercise Price, whichever shall
last occur; provided, that if the books of the Company with respect to the
transfer of Common Stock are then closed, such shares shall be deemed to be
issued, and the person to whom such shares of Common Stock are issued of record
shall be deemed to have become a record holder of such shares, as of the date on
which such transfer books of the company shall next be open (whether before, on,
or after the expiration of the applicable Warrant Exercise
Period).  If this Warrant Certificate shall be surrendered for
exercise within any period during which the transfer books for the Company’s
common stock or other securities purchasable upon the exercise of Warrants are
closed for any reason, the Company shall not be required to make deliver of
certificates for the securities purchasable upon such exercise until the date of
the reopening of said transfer books.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (c)           Subject
to subsection 2(b), if less than all the Warrants evidenced by this Warrant
Certificate are exercised upon a single occasion, a new Warrant Certificate for
the balance of the Warrants not so exercised shall be issued and delivered to,
or in accordance with transfer instructions properly given by, the Registered
Owner, until the expiration of the applicable Warrant Exercise
Period.

    


    (d)           All
Warrant Certificates surrendered upon exercise of Warrants shall be
canceled.

    


    3.           Expiration of
Warrant.  Upon the expiration of the Warrant Exercise Period,
each Warrant will, respectively, expire and become void and of no
value.

    


    4.           Taxes.  The
Registered Owner shall pay all documentary, stamp or similar taxes and other
government charges that may be imposed with respect to the issuance or transfer
of the Warrants, or the issuance, transfer or delivery of any shares of Common
Stock upon the exercise of the Warrants.

    


    5.           Mutilated or Missing Warrant
Certificates.  If this Warrant Certificate is mutilated, lost,
stolen, or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may in its discretion impose (which shall, in the case of a
mutilated Warrant Certificate, include the surrender thereof), and upon receipt
of evidence satisfactory to the Company of such mutilation, loss, theft, or
destruction, issue a substitute Warrant Certificate. Applicants for substitute
Warrant Certificates shall comply with any reasonable regulations (and pay any
reasonable charges) prescribed by the Company.

    


    6.           Reservation of
Shares.  For the purpose of enabling the Company to satisfy its
obligation to issue Common Stock upon the exercise the Warrants represented by
this Warrant Certificate, the Company shall at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Common Stock, the full number of shares which may be issued upon
the exercise of these Warrants; such shares of Common Stock shall upon issuance
be fully paid, nonassessable, and free from all taxes, liens, charges, and
security interests with respect to the issuance thereof.

    


    7.           Adjustments.  If,
prior to the exercise of these Warrants, the Company shall have effected one or
more stock split-ups, stock dividends or other increases or reductions of the
number of shares of its Common Stock outstanding without receiving reasonable
compensation therefor in money, services, or property, the number of shares of
Common Stock subject to the Warrants shall, (i) if a net increase shall have
been effected in the number of outstanding shares of Common Stock, be
proportionately increased, and the cash consideration payable per share shall be
proportionately reduced, and, (ii) if a net reduction shall have been effected
in the number of outstanding shares of Common Stock, be proportionately reduced
and the cash consideration payable per share be proportionately
increased.

    


    
      	
               
      

            	
              8.

            	
              Notice to Registered
      Owners.

            


    

     

    (a)           Upon
any adjustment as described in Section 6 hereof, the Company shall, within
twenty (20) days thereafter, cause written notice setting forth the details of
such adjustment, the method of calculation, and the facts upon which such
calculation is based, to be given to the Registered Owner as of the record date
applicable thereto.

    


    (b)           If
the Company proposes to enter into any reorganization, reclassification, sale of
all or substantially all of its assets, consolidation, merger, dissolution,
liquidation, or winding up, the Company shall give notice of such fact at least
twenty (20) days prior to such action to the Registered Owner, which notice
shall set forth such facts and indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the Exercise Price and
the kind and amount of the shares or other securities and property deliverable
upon exercise of the Warrants.  Failure of the Company to give notice
shall not invalidate any corporate action taken by the Company.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    9.           No Fractional Warrants or
Shares.  The Company shall not be required to issue fractions
of Warrants upon the reissue of Warrants, any adjustments as described in
Section 6 hereof, or otherwise; but the Company in lieu of issuing any such
fractional interest, shall round up or down to the nearest full
Warrant.  If the total Warrants surrendered for exercise would result
in the issuance of a fractional share of Common Stock, the Company shall not be
required to issue a fractional share but rather the aggregate number of shares
issuable shall be rounded up or down to the nearest full share.

    


    10.         Rights of Registered
Owner.  The Registered Owner, as such, shall not have any
rights of a shareholder of the company, either at law or equity, and the rights
of the Registered Owner, as such, are limited to those rights expressly provided
in this Warrant Certificate. The Company may treat the Registered Owner in
respect of any Warrant Certificate as the absolute owner thereof for all
purposes notwithstanding any notice to the contrary.

    


    11.         Transfer and
Assignment.  Until the Warrants are fully vested, this Warrant
Certificate shall not be transferable and assignable, in whole or in part, by
the Registered Owner. Thereafter, this Warrant Certificate shall be freely
transferable, in whole or in part, by the Registered Owner.  Any
permitted transfer or assignment shall be effected by the Registered Owner (i)
completing and executing the form of assignment at the end hereof and (ii)
surrendering this Warrant Certificate with such duly completed and executed
assignment form for cancellation, accompanied by funds sufficient to pay any
transfer tax, at the principal executive office of the Company; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder) a new Warrant Certificate or Certificates of like tenor with appropriate
legends restricting transfer under the Securities Act of 1933, as amended (the
“Act”) and representing in the aggregate rights to purchase the same number of
Shares as are purchasable hereunder.  Prior to due presentment for
transfer or assignment hereof, the Company may treat the Registered Owner as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company) for all purposes and shall not be affected by
any notice to the contrary.

    


    12.         Exchange of Warrant
Certificate.  This Warrant Certificate, when surrendered at the
principal executive office of the Company by the Registered Owner in person or
by attorney duly authorized in writing, may be exchanged for any other Warrant
Certificate of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of shares.

    


    13.         Compliance with Securities
Laws.  This Warrant may not be exercised or sold, transferred,
assigned, or otherwise disposed of at any time by the Registered Owner unless
the transaction is registered under the Act or, in the opinion of the Company
(which may in its discretion require the Registered Owner to furnish it with an
opinion of counsel in form and substance satisfactory to it), such exercise,
sale, transfer, assignment, or other disposition does not require registration
under the Act and a valid exemption is available under applicable federal and
state securities laws.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


               IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed by its officer thereunto duly authorized effective the 7th day of
February, 2010.

    


    
      
        
          	
                  White
      Mountain Titanium Corporation

                
	 
	
                  By

                	
                  /s/ Brian Flower

                
	 
      	
                  Brian
      Flower, Executive
Chairman

                


        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    


    The
undersigned Registered Owner hereby irrevocably elects to exercise _______
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock of the Company issuable upon the exercise of such Warrants, and
requests that certificates for such shares shall be issued in the name
of:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
	 
      
	 
      
	 
      
	
                                (Please
      print or type name and address)

                              
	 
      
	
                                and
      be delivered to:

                              
	 
      
	 
      
	 
      
	 
      
	
                                (Please
      print or type name and
address)

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    Please
insert social security or other identifying
number:  _______________________

    


    And, if
such number of Warrants shall not be all of the Warrants evidenced by the
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of and delivered to, the Registered Owner at
the address stated below.

    


     IMPORTANT:
The name of the person exercising this Warrant must correspond with the name of
the Registered Owner written on the face of this Warrant Certificate in every
particular, without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.

    


    
      
        
          
            
              
                
                  	
                          Dated: ______________
       , 20___

                        	 
      	 
      
	 
      	 
      	
                          Signature
      of Registered Owner

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          (Please
      Print
Address)

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    ASSIGNMENT
FORM

    


    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto:

    


    
      
        
          
            
              
                	 
	 
      
	 
      
	 
      
	
                        (Please
      print or type name and
address)

                      


              

            

          

        

      

    

    


    Please
insert social security or other identifying number:
_______________________

    


    ________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints any officer of the Company or its transfer agent and
registrar as lawful Attorney to transfer this Warrant Certificate on the books
of the Company, with full power of substitution in the premises.

    


    
      
        
          	
                  Dated:  ________________
      , 20___

                	 
      
	 
      	
                  Signature
      of Registered Owner

                


        

      

    

     

    
      
         


      

      
        7