ex411.htm


    
      Exhibit
4.1

       

      


    

    WARRANT

    


    THESE
SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH OFFER OR SALE,
THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS MEETING THE
REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), FORMING A PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT
THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO
THE COMPANY, SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
SAID ACT.

     

    CONSTITUTION
MINING CORP.

    COMMON
STOCK PURCHASE WARRANT

     

    CONSTITUTION
MINING CORP. (the
“Company”), a
Nevada corporation, hereby certifies that, for value received,
________________________________ (the “Holder”), whose
address is __________________________________________________, is entitled,
subject to the terms set forth below, at any time, or from time to time, after
the date hereof and before the Expiration Date (as defined below), to purchase
from the Company ________ shares (the “Shares”) of common
stock, $0.001 par value, of the Company (the “Common Stock”) at a
price of $1.00 per Share (the purchase price per Share, as adjusted from time to
time pursuant to the provisions hereunder set forth, is referred to in this
Warrant as the “Purchase
Price”).

     

    This
Warrant was issued to Holder as part of a unit (the “Unit”) composed of one
share of Common Stock and one Common Stock Purchase Warrant.

     

    1.    Term of the
Warrant.

     

                   
1.1      Time of
Exercise.  Subject to the
provisions of Sections 1.5, “Transfer and Assignment,” and 3.1, “Registration
and Legends,” this Warrant may be exercised at any time and from time to time
after 9:00 a.m., local time, on (commencing six months after the
date of issuance) (the “Exercise Commencement
Date”), but no later than 5:00 p.m., local time, (one year from the date of
issuance) (the “Expiration Date”), at
which point it shall become void and all rights under this Warrant shall
cease.

     

                  
1.2      Manner of
Exercise.

     

                                  1.2.1   The
Holder may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the form of subscription attached hereto duly executed, to the
Company at its corporate office, together with the full Purchase Price for each
Share to be purchased in lawful money of the United States, or by certified
check, bank draft or postal or express money order payable in United States
dollars to the order of the Company, and upon compliance with and subject to the
conditions set forth in this Warrant.

     

                                 
1.2.2   Upon
receipt of this Warrant, with the form of subscription duly executed and
accompanied by payment of the aggregate Purchase Price for the Shares for which
this Warrant is then being exercised, the Company shall cause to be issued
certificates or other evidence of ownership, for the total number of whole
Shares for which this Warrant is being exercised in such denominations as are
required for delivery to the Holder, and the Company shall thereupon deliver
such documents to the Holder or its nominee.

     


    
      
         


      

      
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                                 1.2.3   
If the Holder exercises this Warrant with respect to fewer than all of the
Shares that may be purchased under this Warrant, the Company shall execute a new
Warrant for the balance of the Shares that may be purchased upon exercise of
this Warrant and deliver such new Warrant to the Holder.

     

                                
1.2.4    The Company covenants and agrees that it will pay when
due and payable any and all transfer taxes which may be payable in respect of
the issue of this Warrant, or the issue of any Shares upon the exercise of this
Warrant.  The Company shall not, however, be required to pay any
transfer or other tax which may be payable in respect of any transfer involved
in the issuance or delivery of this Warrant or of the Shares in a name other
than that of the Holder at the time of surrender, and until the payment of such
tax, the Company shall not be required to issue such Shares.

     

                                
1.2.5    The Company shall, at the time of any exercise of all or
part of this Warrant, upon the request of the Holder hereof, acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holders shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant, provided that if the Holder of this Warrant
shall fail to make any such request, such failure shall not affect the
continuing obligations of the Company to afford to such Holder any such
rights.

     

                  
1.3  Exchange
of Warrant.  This Warrant may
be split-up, combined or exchanged for another Warrant or Warrants of like tenor
to purchase a like aggregate number of Shares.  If the Holder desires
to split-up, combine or exchange this Warrant, it shall make such request in
writing delivered to the Company at its corporate office and shall surrender
this Warrant and any other Warrants to be so split-up, combined or exchanged,
the Company shall execute and deliver to the person entitled thereto a Warrant
or Warrants, as the case may be, as so requested.  The Company shall
not be required to effect any split-up, combination or exchange which will
result in the issuance of a Warrant entitling the Holder to purchase upon
exercise a fraction of a Share.  The Company may require the Holder to
pay a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any split-up, combination or exchange of
Warrants.  The term “Warrant” as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.

     

                   1.4  Holder as Owner.  Prior to due
presentment for registration of transfer of this Warrant, the Company may deem
and treat the Holder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for the purpose of any exercise
hereof and for all other purposes, and the Company shall not be affected by any
notice to the contrary.  Irrespective of the date of issue and
delivery of certificates for any Shares issuable upon the exercise of the
Warrant, each person in whose name any such certificate is issued shall be
deemed to have become the holder of record of the Shares represented thereby on
the date on which all or a portion of the Warrant surrendered in connection with
the subscription therefor was surrendered and payment of the purchase price was
tendered.  No surrender of all or a portion of the Warrant on any date
when the stock transfer books of the Company are closed, however, shall be
effective to constitute the person or persons entitled to receive Shares upon
such surrender as the record holder of such Shares on such date, but such person
or persons shall be constituted the record holder or holders of such Shares at
the close of business on the next succeeding date on which the stock transfer
books are opened.  Each person holding any Shares received upon
exercise of Warrant shall be entitled to receive only dividends or distributions
payable to holders of record on or after the date on which such person shall be
deemed to have become the holder of record of such Shares.

     


    
      
         


      

      
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1.5   Transfer and Assignment.  This Warrant may
not be sold, hypothecated, exercised, assigned or transferred except in
accordance with and subject to the provisions of the Securities Act of 1933, as
amended (“Act”).

     

                   1.6   
Method for Assignment.  Any assignment
permitted under this Warrant shall be made by surrender of this Warrant to the
Company at its principal office with the form of assignment attached hereto duly
executed and funds sufficient to pay any transfer tax.  In such event,
the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee designated in such instrument of assignment and this Warrant
shall promptly be canceled.  This Warrant may be divided or combined
with other Warrants which carry the same rights upon presentation thereof at the
corporate office of the Company together with a written notice signed by the
Holder, specifying the names and denominations in which such new Warrants are to
be issued.

     

                   1.7  Rights of
Holder.  Nothing
contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or consent or receive notice as a stockholder in respect of any
meetings of stockholders for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company.  If,
however, at any time prior to the expiration of this Warrant and prior to its
exercise, any of the following shall occur:

     

                             
1.7.1  The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

     

                            
1.7.2    The Company shall offer to the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor; or

     

                           
1.7.3     There shall be proposed any capital reorganization
or reclassification of the Common Stock, or a sale of all or substantially all
of the assets of the Company, or a consolidation or merger of the Company with
another entity; or

     

                           
1.7.4     There shall be proposed a voluntary or involuntary
dissolution, liquidation or winding up of the Company; then, in any one or more
of said cases, the Company shall cause to be mailed to the Holder, at the
earliest practicable time (and, in any event, not less than thirty (30) days
before any record date or other date set for definitive action), written notice
of the date on which the books of the Company shall close or a record shall be
taken to determine the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to
vote on such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up, as the case may be.  Such
notice shall also set forth such facts as shall indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Purchase Price and the kind and amount of the Common Stock and other
securities and property deliverable upon exercise of this
Warrant.  Such notice shall also specify the date as of which the
holders of the Common Stock of record shall participate in said distribution or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of voluntary or
involuntary dissolution, liquidation or winding up of the Company, the right to
exercise this Warrant shall terminate).  Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.

     


    
      
         


      

      
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1.8  Lost Warrant Certificate(s).  Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction of
reasonably satisfactory indemnification, including a surety bond if required by
the Company, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will cause to be executed and delivered a new Warrant of like tenor
and date.  Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

     

                   
1.9  Covenants of the Company.  The Company
covenants and agrees as follows:

     

                                
1.9.1  At all times it shall reserve and keep available for the exercise of
this Warrant into Common Stock such number of authorized shares of Common Stock
as are sufficient to permit the exercise in full of this Warrant into Common
Stock; and

     

                                
1.9.2   All Shares issued upon exercise of the Warrant shall be duly
authorized, validly issued and outstanding, fully-paid and
non-assessable.

     

    2.      Adjustment
of Purchase Price and Number of Shares Purchasable Upon Exercise.

     

                  
2.1  Recapitalization.  The number of
Shares purchasable on exercise of this Warrant and the Purchase Price therefor
shall be subject to adjustment from time to time in the event that the Company
shall:  (i) pay a dividend in, or make a distribution of, shares
of Common Stock, (ii) subdivide its outstanding shares of Common Stock into
a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares, or (iv) spin-off a subsidiary by
distributing, as a dividend or otherwise, shares of the subsidiary to its
stockholders.  In any such case, the total number of shares
purchasable on exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive, at the same aggregate
purchase price, the number of shares of Common Stock that the Holder would have
owned or would have been entitled to receive immediately following the
occurrence of any of the events described above had this Warrant been exercised
in full immediately prior to the occurrence (or applicable record date) of such
event.  An adjustment made pursuant to this Paragraph 2 shall, in the
case of a stock dividend or distribution, be made as of the record date and, in
the case of a subdivision or combination, be made as of the effective date
thereof.  If, as a result of any adjustment pursuant to this Paragraph
2, the Holder shall become entitled to receive shares of two or more classes of
series of securities of the Company, the board of directors of the Company shall
equitably determine the allocation of the adjusted purchase price between or
among shares or other units of such classes or series and shall notify the
Holder of such allocation.

     

                    
2.2   Merger or Consolidation.  In the event of
any reorganization or recapitalization of the Company or in the event the
Company consolidates with or merges into another entity or transfers all or
substantially all of its assets to another entity, then and in each such event,
the Holder, on exercise of this Warrant as provided herein, at any time after
the consummation of such reorganization, recapitalization, consolidation, merger
or transfer,  shall be entitled, and the documents executed to
effectuate such event shall so provide, to receive the stock or other securities
or property to which the Holder would have been entitled upon such consummation
if the Holder had exercised this Warrant immediately prior
thereto.  In such case, the terms of this Warrant shall survive the
consummation of any such reorganization, recapitalization, consolidation, merger
or transfer and shall be applicable to the shares of stock or other securities
or property receivable on the exercise of this Warrant after such consummation
and as an exchange for a larger or smaller number of shares, as the case may
be.

     


    
      
         


      

      
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2.3   Notice of Dissolution or Liquidation.  Except as
otherwise provided in Section 2.2, “Merger or Consolidation,” in the case of any
sale or conveyance of all or substantially all of the assets of the Company in
connection with a plan of complete liquidation of the Company, or in the case of
the dissolution, liquidation or winding-up of the Company, all rights under this
Warrant shall terminate on a date fixed by the Company, such date so fixed to be
not earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding-up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the Holder at least thirty (30) days prior to such termination
date.

     

                    
2.4  Statement of Adjustment.  Any adjustment
pursuant to the provisions of this Section 2 shall be made on the basis of the
number of Shares which the Holder would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the Purchase Price in effect immediately prior to the rise
to such adjustment.  Whenever any such adjustment is required to be
made, the Company shall forthwith determine the new number of Shares which the
Holder hereof shall be entitled to purchase hereunder and/or such new Purchase
Price and shall prepare, retain on file and transmit to the Holder within ten
(10) days after such preparation a statement describing in reasonable detail the
method used in calculating such adjustment.

     

                    
2.5   No Fractional Shares.  The Company
shall not issue any fraction of a Share in connection with the exercise of this
Warrant, and in any case where the Holder would, except for the provisions of
this Section 2.5, be entitled under the terms of this Warrant to receive a
fraction of a Share upon such exercise, the Company shall upon the exercise and
receipt of the Purchase Price, issue the largest number of whole Shares
purchasable upon exercise of this Warrant.  The Company shall not be
required to make any cash or other adjustment in respect of such fraction of a
Share to which the Holder would otherwise be entitled.  The Holder, by
the acceptance of this Warrant, expressly waives his right to receive a
certificate for any fraction of a Share upon exercise hereof.

     

                      2.6 
No Change in Form Required.  The form of
Warrant need not be changed because of any change pursuant to this Section 2 in
the Purchase Price or in the number of Shares purchasable upon the exercise of a
Warrant, may state the same Purchase Price and the same number of shares of
Common Stock as are stated in the Warrants initially issued pursuant to the
Agreement.

     

    3.      Registration
Under the Securities Act of 1933.

     

                    
3.1   Registration and Legends.  The Holder
understands that (i) the Company has not registered the Warrant or the Shares
under the Act, or the applicable securities laws of any state in reliance on
exemptions from registration and (ii) such exemptions depend upon the Holder’s
investment intent at the time the Holder acquires the Warrant or the
Shares.  The Holder therefore represents and warrants that it is
acquiring the Warrant, and will acquire the Shares, for the Holder’s own account
for investment and not with a view to distribution, assignment, resale or other
transfer of the Warrant or the Shares.  Because the Warrant and the
Shares are not registered, the Holder is aware that the Holder must hold them
indefinitely unless they are registered under the Act and any applicable
securities laws or the Holder must obtain exemptions from such
registration.  Upon exercise, in part or in whole, of this Warrant,
the Shares shall bear the following legend:

     


    
      
         


      

      
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    The
shares of Common Stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended (“Act”) or any applicable state
securities laws, and they may not be offered for sale, sold, transferred,
pledged or hypothecated without an effective registration statement under the
Securities Act and under any applicable state securities laws, or an opinion of
counsel, satisfactory to the Company, that an exemption from such registration
is available.

     

                     
3.2    No-Action Letter.  The Company agrees
that it will be satisfied that no post-effective amendment or new registration
is required for the public sale of the Shares if it shall be presented with a
letter from the Staff of the Securities and Exchange Commission (the
“Commission”), stating in effect that, based upon stated facts which the Company
shall have no reason to believe are not true in any material respect, the Staff
will not recommend any action to the Commission if such Shares are offered and
sold without delivery of a prospectus, and that, therefore, no Registration
Statement under which such shares are to be registered is required to be
filed.

     

    4.           
Reservation of Shares.  The Company shall at all times reserve,
for the purpose of issuance on exercise of this Warrant such number of shares of
Common Stock or such class or classes of capital stock or other securities as
shall from time to time be sufficient to comply with this Warrant and the
Company shall take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized and unissued Common Stock or such other
class or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

     

    5.            
Survival.  All agreements, covenants, representations and
warranties herein shall survive the execution and delivery of this Warrant and
any investigation at any time made by or on behalf of any parties hereto and the
exercise, sale and purchase of this Warrant (and any other securities or
property) issuable on exercise hereof.

     

    6.             
Remedies.  The Company agrees that the remedies at law of the
Holder, in the event of any default or threatened default by the Company in the
performance or compliance with any of the terms of this Warrant, may not be
adequate and such terms may, in addition to and not in lieu of any other remedy,
be specifically enforced by a decree of specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

     

    7.              
Other Matters.

     

                     
7.1     Binding Effect.  All the
covenants and provisions of this Warrant by or for the benefit of the Company
shall bind and inure to the benefit of its successors and assigns
hereunder.

     

                    
7.2     Notices.  Notices or
demands pursuant to this Warrant to be given or made by the Holder to or on the
Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, until another
address is designated in writing by the Company, as follows:

     

    Constitution
Mining Corp.

     Pasaje
Mártir Olaya 129, Oficina 1203

    Centro
Empresarial José Pardo Torre A

    Miraflores,
Lima Perú

    Phone:
+51-1-446-6807

    Fax:
+54-11-5236-997

     

    Contact:
CEO: Gary Artmont


    
      
         


      

      
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    Notices
to the Holder provided for in this Warrant shall be deemed given or made by the
Company if sent by certified or registered mail, return receipt requested,
postage prepaid, and addressed to the Holder at the Holder’s last known address
as it shall appear on the books of the Company.

     

                      7.3  
Governing Law.  The validity,
interpretation and performance of this Warrant shall be governed by the laws of
the State of Nevada.

     

                     
7.4  Parties Bound and Benefitted.  Nothing in this
Warrant expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company and the Holder any right, remedy or
claim under promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements contained in this Warrant shall be for the
sole and exclusive benefit of the Company and its successors and of the Holder,
its successors and, if permitted, its assignees.

     

                      
7.5   Headings.  The Article
headings herein are for convenience only and are not part of this Warrant and
shall not affect the interpretation thereof.

     

    IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate seal as of the ____ day of _______________, 2009.


    


    CONSTITUTION
MINING CORP.


     

    Gary
Artmont

    Its:  Chief
Executive Officer


     

    



    
      
         


      

      
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