bullion_8k-ex0401.htm


    Exhibit
      4.1

     

    
      Neither
        this security nor the securities into which this security is exercisable
        have
        been registered with the Securities and Exchange Commission or the securities
        commission of any state.  These securities are issued 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
        such effect, the substance of which will be reasonably acceptable to the
        company.


      


      


      COMMON
        STOCK PURCHASE WARRANT

      #___________________

       

      To
        purchase __________ shares of common stock of

       

      BULLION
        RIVER GOLD CORP.

       

      Dated:
January
        __, 2008

       

      This
        common stock purchase warrant (the “Warrant”) certifies that,
        for
        value received, ___________________________ (the “Holder”), is 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
“Initial Exercise Date”) and by
        the close of business on the second anniversary of the Initial Exercise Date
        (the “Termination Date”)
        but not thereafter, to subscribe for and purchase from Bullion River Gold
        Corp.,
        a Nevada corporation (the “Company”), up to 
        shares (the “Warrant
        Shares”) of common stock, par value $0.001 per share, of the Company (the
        “Common
        Stock”).  The purchase price of one share of Common Stock under
        this Warrant is equal to the Exercise Price, as defined in Section
        2(a).

       

      1.           
        Definitions.  Capitalized
        terms used and not otherwise defined in this Warrant have the same meanings
        as
        they have in the Unit Purchase Agreement (the “Purchase Agreement”), dated
        January __, 2008, among the Company and the Holder as Purchaser.

       

      2.           
        Exercise.

       

      (a)           
        Exercise
        Price.  The exercise price of the Common Stock under this
        Warrant is $0.40.

       

      (b)           
        Exercise of
        Warrant.  The Holder may exercise the purchase rights
        represented by this Warrant at any time from the Initial Exercise Date to
        five
        o’clock in the afternoon, Pacific Standard Time, on the Termination Date by
        delivering to the Company (i) a duly executed facsimile copy of the annexed
        Exercise Notice (attached hereto as Exhibit A), and,
        (ii)
        within 5 Trading Days of delivering the Exercise Notice to the Company, (A)
        this
        Warrant, and (B)  with payment to the Company of the Exercise Price
        (the “Exercise Amount”).


       

      (c)           
        Exercise
        limitations.

       

      (i)           
        The 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 this 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
        2(c), beneficial ownership must be calculated in accordance with Section
        13(d)
        of the Securities and Exchange Act of 1934 (“Exchange Act”).

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (ii)           
        The Holder acknowledges that the Company is not representing to Holder that
        the
        calculation described in Section 2(c) complies with Section 13(d) of the
        Exchange Act and Holder is solely responsible for any schedules required
        to be
        filed in accordance with it.   The determination of whether this
        Warrant is exercisable (in relation to other securities owned by the Holder
        and
        its Affiliates) is in the sole discretion of the Holder, and the submission
        of
        an Exercise Notice is deemed to be the Holder’s declaration that the Holder has
        determined that this Warrant is exercisable as set out in the Exercise Notice
        and subject to the limitations in this Section 2(c); and the Company is not
        obliged to verify or confirm the accuracy of the Holder’s
        determination.

       

      (iii)           
        For the purposes of this Section 2(c), in 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 of 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.

       

      (d)           
        Mechanics of
        Exercise.

       

      (i)           
        Cash
        Payment.  Payment may be made either in cash or by certified or
        official bank check payable to the order of the Company equal to the applicable
        aggregate Exercise Price for the number of shares of Common Stock specified
        in
        the Exercise Notice (as such exercise number shall be adjusted to reflect
        any
        adjustment in the total number of shares of Common Stock issuable to the
        Holder
        per the terms of this Warrant) and the Holder shall thereupon be entitled
        to
        receive the number of duly authorized, validly issued, fully-paid and
        non-assessable shares of Common Stock determined as provided
        herein.

       

      (ii)           
        Cashless
        Exercise.

       

      (1)           
        Payment upon exercise may be made at the option of the Holder either (i)
        in cash
        as described in Section (d)(i) above, or (ii) cashlessly in accordance with
        Section (d)(ii)(2) below, or (iii) by a combination of either of the foregoing
        methods, for the number of shares of Common Stock specified in the Exercise
        Notice (as such exercise number is adjusted to reflect any adjustment in
        the
        total number of shares of Common Stock issuable to the Holder under the terms
        of
        this Warrant) and the Holder shall thereupon be entitled to receive the number
        of duly authorized, validly issued, fully paid and non-assessable shares
        of
        Common Stock determined as provided herein.

       

      (2)           
        If the Fair Market Value (defined below) of one share of Common Stock is
        greater
        than the Exercise Price (at the date of calculation as set forth below),
        in lieu
        of exercising this Warrant for cash, the Holder may elect to receive shares
        equal to the value (as determined below) of this Warrant (or the portion
        thereof
        being exercised) by surrender of this Warrant at the principal office of
        the
        Company together with the properly endorsed Exercise Notice in which event
        the
        Company shall issue to the Holder a number of shares of Common Stock computed
        using the following formula:

       

      X=Y
        (A-B)

                A

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


       

                                      
        

      
        	                Where:	X
                = 	the
                number of shares of Common Stock to be issued to the Holder
	 	 	 
	
                 

              	
                Y
                  =

              	
                the
                  number of shares of Common Stock purchasable under the Warrant
                  or, if only
                  a portion of the Warrant is being exercised, the portion of the
                  Warrant
                  being exercised (at the date of such calculation)
                  

              


      

       

      
        	
                 

              	
                A
                  =

              	
                the
                  Fair Market Value of one share of the Company’s Common Stock (at the date
                  of such calculation) 

              
	 	 	 
	 	B
                = 	Exercise
                Price (as adjusted to the date of such
                calculation)


      

       

      (3)           
        The Holder may employ the cashless exercise feature described in Section
        (2)
        above only if the shares underlying the Warrant are not registered.

       

      (4)           
        For purposes of Rule 144 promulgated under the 1933 Act, it is intended,
        understood and acknowledged that the Warrant Shares issued in a cashless
        exercise transaction shall be deemed to have been acquired by the Holder,
        and
        the holding period for the Warrant Shares shall be deemed to have commenced,
        on
        the date this Warrant was originally issued pursuant to the Purchase
        Agreement.

       

      (5)           
        Fair Market Value. Fair Market Value of a share of Common Stock as of a
        particular date (the "Determination Date") shall mean:

       

      (a)           
        If the Company's Common Stock is traded on an exchange or is quoted on the
        National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"),
        National Market System, the NASDAQ SmallCap Market or the American Stock
        Exchange, LLC, then the closing or last sale price, respectively, reported
        for
        the last business day immediately preceding the Determination Date;

       

      (b)           
        If the Company's Common Stock is not traded on an exchange or on the NASDAQ
        National Market System, the NASDAQ SmallCap Market or the American Stock
        Exchange, Inc., but is traded in the over-the-counter market, then the average
        of the closing bid and ask prices reported for the last business day immediately
        preceding the Determination Date; or

       

      (c)           
        If the Company's Common Stock is not publicly traded, then as the Holder
        and the
        Company agree, or in the absence of such an agreement, by arbitration in
        accordance with the rules then standing of the American Arbitration Association,
        before a single arbitrator to be chosen from a panel of persons qualified
        by
        education and training to pass on the matter to be decided.

       

      (e)           
        Authorization of Warrant
        Shares.  The 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 than taxes in respect of any transfer occurring
        contemporaneously with the issue).

       

      (f)           
        Delivery of certificates
        upon
        exercise.  The Company’s transfer agent will deliver
        certificates for Warrant Shares to the Holder to the address specified by
        the
        Holder in the Exercise Notice within 5 Trading Days from the later of (A)
        the
        Company’s receipt of the Exercise Notice, (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) (“Warrant Share
        Delivery Date”).  This Warrant is deemed to have been exercised
        on the date the Exercise Amount is received by the Company (“Exercise Date”); and the
        Warrant Shares are deemed to have been issued, and Holder is deemed to have
        become a holder of record of the shares for all purposes, on the Exercise
        Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (g)           
        Delivery of new Warrants
        upon
        exercise.  If this 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.

       

      (h)           
        Rescission
        rights.  If the Company fails to cause its transfer agent to
        transmit to the Holder a certificate or certificates representing the Warrant
        Shares pursuant to this Section (h) by the Warrant Share Delivery Date, then
        the
        Holder may rescind the exercise.

       

      (i)           
        No fractional shares or
        scrip.  No fractional shares or scrip representing fractional
        shares may be issued upon the exercise of this Warrant.  If the Holder
        would otherwise be entitled to fractional shares upon the exercise, the Company
        will pay a cash adjustment in respect of the fraction in an amount equal
        to the
        fraction multiplied by the Exercise Price.

       

      (j)           
        Charges, taxes and
        expenses.  The Company will issue certificates for Warrant
        Shares in the name of the Holder and will not charge the Holder for any issue
        or
        transfer tax or other incidental expense in respect of the issuance of the
        certificate.

       

      (k)           
        Closing of
        books.  The Company will not close its stockholder books or
        records in any manner that prevents the timely exercise of this
        Warrant.

       

      3.           
        Certain
        Adjustments.

       

      (a)           
        Stock dividends and
        splits.  If the Company, at any time while this Warrant is
        outstanding, (i) 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, does 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 Price 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 event 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) is
        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
        or re-classification.

       

      (b)           
        Fundamental Transaction.
        If, at any time while this Warrant is outstanding, (i) the 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 Transaction”),
        then, 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
        Consideration”).  Any successor to the Company or surviving
        entity in a Fundamental Transaction must issue to the Holder a new warrant
        consistent with the foregoing provisions with 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) and insuring that this Warrant (or any replacement
        security) is similarly adjusted upon any subsequent transaction analogous
        to a
        Fundamental Transaction.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c)           
        Calculations.  All
        calculations under this Section 3 must be made to the nearest cent or the
        nearest 1/100th
        of a
        share, as the case may be.  The number of shares of Common Stock
        outstanding at any given time does not include shares of Common Stock owned
        or
        held by or for the account of the Company.  For the purposes of this
        Section 3, the number of shares of Common Stock deemed to be issued and
        outstanding as of a given date is the sum of the number of shares of Common
        Stock (excluding treasury shares, if any) issued and outstanding.

       

      (d)           
        Notice to
        Holders.  If the Company makes adjustments under this Section
        3, the Company will promptly mail to each Holder a notice containing a
        description of 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.

       

      4.           
        Warrant
        register.  The Company will register this Warrant on its
        warrant register and will treat the registered Holder as the absolute owner
        for
        all purposes.

       

      5.           
        Miscellaneous.

       

      (a)           
        Assignment; Exchange of
        Warrant.  Subject to compliance with applicable securities
        laws, this Warrant, and the rights evidenced hereby, may be transferred by
        any
        registered holder hereof (a "Transferor").  On the surrender for
        exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached
        hereto (the “Transferor Endorsement Form") and together with an opinion of
        counsel reasonably satisfactory to the Company that the transfer of this
        Warrant
        will be in compliance with applicable securities laws, the Company at its
        expense, but with payment by the Transferor of any applicable transfer taxes,
        will issue and deliver to or on the order of the Transferor thereof a new
        Warrant or Warrants of like tenor, in the name of the Transferor and/or the
        transferee(s) specified in such Transferor Endorsement Form (each a
        "Transferee"), calling in the aggregate on the face or faces thereof for
        the
        number of shares of Common Stock called for on the face or faces of the Warrant
        so surrendered by the Transferor.  No such transfers shall result in a
        public distribution of the Warrant.

       

      (b)           
        No rights as shareholder
        until
        Exercise Date.  This Warrant does not entitle the Holder to any
        voting rights or other rights as a shareholder of the Company before the
        Exercise Date.  Upon the surrender of this 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 as of the close of business
        on
        the Exercise Date.

       

      (c)           
        Loss, Theft, Destruction
        or
        Mutilation of Warrant.  The 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 certificate.

       

      (d)           
        Saturdays, Sundays, Holidays,
        etc.  If the last date for doing anything under this Warrant
        falls on a Saturday, Sunday or a legal holiday, then the thing may be done
        on
        the next succeeding Trading Day.

       

      (e)           
        Authorized
        Shares.

       

      (i)           
        The 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
        of
        this Warrant constitutes 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 the Warrant Shares are issued as provided without
        a
        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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (ii)           
        Unless 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
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

       

      (f)           
        Jurisdiction. All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

       

      (g)           
        Restrictions.  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
        and
        federal securities laws.

       

      (h)           
        No waiver.  No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

       

      (i)           
        Notice.  Any
        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.

       

      (j)           
        Successors and
        Assigns.  Subject to applicable securities laws, this Warrant
        inures to the benefit of and binds the successors and permitted assigns of
        the
        Company and the Holder.

       

      (k)           
        Amendment.  Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

       

      (l)           
        Severability.  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 this
        Warrant.

       

      (m)           
        Headings.  The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

       

      


       

      In
        witness whereof the Company has caused this Warrant to be executed by its
        duly
        authorized officer.

       

      


      Dated:  January
        __,
        2008

      


      
        	 	
                BULLION
                  RIVER GOLD CORP.

                
                

                
                

              
	 	
                By:__________________________________________

                     Name:
                  Peter M. Kuhn

                     Title:
                  Chief Executive Officer

                
                

              


      

      


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

      


      EXERCISE
        NOTICE

      (To
        be
        signed only on exercise of Warrant)

      


      TO:
        Bullion River Gold Corp.

      


      The
        undersigned, pursuant to the provisions set forth in the attached Warrant,
        hereby irrevocably elects to purchase (check applicable box):

      


      ___         
        ________ shares of the Common Stock covered by such Warrant; and/or

      


      ___         
        the maximum number of shares of Common Stock covered by such Warrant pursuant
        to
        the Cashless Exercise procedure set forth in Section 2(d)(ii).

      


      


      The
        undersigned herewith makes payment of the full Exercise Price for such shares
        at
        the price per share provided for in such Warrant, which is an aggregate of
        $_______________________. Such payment takes the form of (check applicable
        box
        or boxes):

      


      ___         
        $__________ in lawful money of the United States; and/or

      


      ___         
        the cancellation of such portion of the attached Warrant as is exercisable
        for a
        total of _______ shares of Common Stock (using a Fair Market Value of $_______
        per share for purposes of this calculation).

      


      


      The
        undersigned requests that the certificates for such shares be issued in the
        name
        of, and delivered to
        ___________________________________________________________________

      whose
        address is
        _______________________________________________________________.

      


      The
        undersigned represents and warrants that all offers and sales by the undersigned
        of the securities issuable upon exercise of the within Warrant shall be made
        pursuant to registration of the Common Stock under the Securities Act of
        1933,
        as amended (the “Securities Act”) or pursuant to an exemption from registration
        under the Securities Act.

      


      


      Dated:
        ___________________                 ___________________________________

                             (Signature
        must conform to name of holder

                             as
        specified on the face of the Warrant)

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT B

      


      FORM
        OF TRANSFEROR ENDORSEMENT

      (To
        be
        signed only on transfer of Warrant)

       

      For
        value
        received, the undersigned hereby sells, assigns, and transfers unto the
        person(s) named below under the heading "Transferees" the right represented
        by
        the within Warrant to purchase the percentage and number of shares of Common
        Stock of BULLION RIVER GOLD CORP. to which the within Warrant relates specified
        under the headings "Percentage Transferred" and "Number Transferred,"
        respectively, opposite the name(s) of such person(s) and appoints each such
        person Attorney to transfer its respective right on the books of BULLION
        RIVER
        GOLD CORP. with full power of substitution in the premises.

       

      


      
        	
                Transferees

              	
                Percentage
                  Transferred

              	
                Number
                  Transferred

              
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        	
                
                

                Dated:  ______________,
                  ___________

                 

                 

                
                

                
                

                
                

                Signed
                  in the presence of:

                 

                __________________________________

                (Name)

                
                

                
                

                 

                 

                ACCEPTED
                  AND AGREED:

                [TRANSFEREE]

                 

                __________________________________

                (Name)

              	
                
                

                ____________________________________________________________

                (Signature
                  must conform to name of holder as specified

                on
                  the face of the warrant)

                
                

                
                

                
                

                 

                 

                _____________________________________________________________

                _____________________________________________________________

                (address)

                
                

                 

                 

                
                  _____________________________________________________________

                  _____________________________________________________________

                

                (address)