Form of Warrant



 




EXHIBIT 4.1



     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES AND REGULATIONS
THEREUNDER.



Dated: as of ____________, 2005




WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE COMMON STOCK OF

SINO SILVER CORP.





     FOR VALUE RECEIVED, Sino Silver Corp., a corporation organized and existing under the laws of
the State of Nevada (the “Company”), hereby certifies that,
__________________ (“Holder”),
the holder of these Warrants (the “Warrants”, and each right to purchase a share of common stock of
the Company, par value $.001 per share (the “Common Stock”), a “Warrant”) is entitled, subject to
the terms set forth below, at any time on or after the date of issuance of this Warrant (the
“Commencement Date”), or from time to time thereafter, to purchase from the Company at such
Holder’s option __________________ of fully paid and nonassessable shares of Common Stock. This Warrant
is being issued pursuant to that certain Subscription Agreement between Holder and the Company,
dated __________________, 2005 (the “Subscription Agreement”).



     These Warrants shall be subject to the following terms and conditions:



	 
	SECTION 1.     EXERCISE OF WARRANTS; EXERCISE PRICE; ADJUSTMENTS RELATIVE TO EXERCISE OF WARRANTS







     1A.     Exercise of Warrants. Subject to the conditions of this Section 1, the holder of
the Warrant at the holder’s option may exercise such holder’s rights under all or any part of the
Warrants to purchase one share of Common Stock (the “Warrant Shares”) for each Warrant at a price
equal to (i) $2.00 per share at any time on or after the Commencement Date and prior to
__________________, 2006, and (ii) $2.50 per share at any time on or after __________________, 2006 and
prior to __________________, 2008 (each, the “Exercise Price”).



     1B.     Liquidating Dividends; Purchase Rights.



     (a)     In case at any time after the date hereof the Company shall declare a dividend upon the
shares of Common Stock of any class payable otherwise than in shares of Common Stock or securities
convertible into Common Stock (“Convertible Securities”), otherwise than out of consolidated
earnings or consolidated earned surplus (determined in accordance with United States generally
accepted accounting principles, including the making of appropriate deductions for minority
interests, if any, in subsidiaries), and otherwise than in the securities to which the provisions
of clause (b) below apply, and provided that such dividend shall not otherwise result in an
adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant
pursuant to any other provision hereof, the Company



 









 




shall pay over to each holder of Warrants, upon exercise thereof on or after the dividend
payment date, the securities and other property (including cash) which such holder would have
received (together with all distributions thereon) if such holder had exercised the Warrants held
by it on the record date fixed in connection with such dividend, and the Company shall take
whatever steps are necessary or appropriate to keep in reserve at all times such securities and
other property as shall be required to fulfill its obligations hereunder in respect of the shares
issuable upon the exercise of all the Warrants.




     (b)     If at any time or from time to time on or after the date hereof the Company shall grant,
issue or sell any options or rights (other than Convertible Securities) to purchase stock,
warrants, securities or other property pro rata to the holders of Common Stock of all classes
(“Purchase Rights”), each holder of Warrants shall be entitled to acquire (whether or not such
holder’s Warrants shall have been converted), upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such holder could have acquired if such holder had held the
number of shares of Common Stock issuable upon exercise of such Warrants, immediately prior to the
time or times at which the Company granted, issued or sold such Purchase Rights.



     1C.     Subdivision or Combination of Stock. In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of shares, the number of
shares of Common Stock purchasable upon exercise of each Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares, the number of shares
of Common Stock purchasable upon exercise of each Warrant immediately prior to such combination
shall be proportionately decreased.



     1D.     Changes in Common Stock. If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with another corporation or
other entity, or sale, transfer or other disposition of all or substantially all of its properties
to another corporation or other entity, shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other disposition,
lawful and adequate provision shall be made whereby each holder of Warrants shall thereafter have
the right to purchase and receive upon the basis and upon the terms and conditions herein specified
and in lieu of the shares of the Common Stock of the Company immediately theretofore issuable upon
exercise of the Warrants, such shares of stock, securities or properties, if any, as may be
issuable or payable with respect to or in exchange for a number of outstanding shares of such
Common Stock equal to the number of shares of such Common Stock immediately theretofore issuable
upon exercise of the Warrants had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of each holder of Warrants to the end that
the provisions hereof (including without limitation provisions for adjustment of the number of
shares of Common Stock purchasable upon exercise of each Warrant) shall thereafter be applicable,
as nearly equivalent as may be practicable in relation to any shares of stock, securities or
properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition, unless prior to or simultaneously with
the consummation thereof the successor corporation (if other than the Company) resulting from such
consolidation or merger or the



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corporation purchasing or otherwise acquiring such properties shall assume, by written
instrument executed and mailed or delivered to the holders of the Warrants at the last address of
such holders appearing on the books of the Company, the obligation to deliver to such holders such
shares of stock, securities or properties as, in accordance with the foregoing provisions, such
holders may be entitled to acquire. The above provisions of this subparagraph shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers,
or other dispositions.




     1E.     Notice of Adjustment. Upon any adjustment of the number of shares of Common Stock
or other stock or property purchasable upon the exercise of each Warrant as provided herein, then
and in each such case the Company shall within ten days following such adjustment deliver to each
holder of Warrants a certificate of the Chief Financial Officer of the Company setting forth the
number of shares of Common Stock or other stock or property purchasable upon exercise of each
Warrant resulting from such adjustment, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Each holder of Warrants shall have
the right, during the succeeding five (5) Business Days, to dispute the results set forth in such
certificate by notifying the Company of the nature of such dispute in writing in reasonable detail,
including the amount and nature of any difference from the result determined by the Company. If no
holder delivers such written notice of its objections within such five Business Day period, the
determination set forth in the certificate of the Chief Financial Officer shall be deemed to have
been accepted by the holders of the Warrants. The Company and such holder shall attempt to resolve
any such objections within ten (10) Business Days following the receipt by the Company of such
holder’s objections. If the Company and such holder are unable to resolve such dispute, the
Company shall promptly obtain the opinion of a firm of independent certified public accountants
(which may be the regular auditors of the Company) of recognized national standing selected by the
Company’s Board of Directors, which opinion shall state the number of shares of Common Stock or
other stock or property purchasable upon exercise of each Warrant resulting from such adjustment,
setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Company shall promptly mail a copy of such accountants’ opinion to the
holder of Warrants.



     1F.     Certain Events. If any event occurs as to which in the opinion of the Board of
Directors of the Company the other provisions of Section 1 hereof are not strictly applicable or if
strictly applicable would not fairly protect the conversion rights of the holders of the Warrants
in accordance with the essential intent and principles of such provisions, then such Board of
Directors shall appoint a firm of independent certified public accountants (which may be the
regular auditors of the Company) of recognized national standing, which shall give their opinion
upon the adjustment, if any, on a basis consistent with such essential intent and principles,
necessary to preserve, without dilution, the rights of the holders of the Warrants. Upon receipt
of such opinion by the Board of Directors, the Company shall forthwith make the adjustments
described therein; provided, however, that no such adjustment pursuant to this
Section 1G shall have the effect of decreasing the number of shares of Common Stock purchasable
upon the exercise of each Warrant as otherwise determined pursuant to Section 1 hereof except in
the event of a combination of shares of the type contemplated in Section 1D and then in no event to
a number of shares of Common Stock lesser than as adjusted pursuant to Section 1D.



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     1G.     Prohibition of Certain Actions. The Company will not take any action which would
result in any adjustment to the number of shares of Common Stock purchasable upon exercise of any
Warrant if the total number of shares of Common Stock issuable after such action upon exercise of
all of the Warrants would exceed the total number of shares of Common Stock then authorized by the
Company’s Articles of Incorporation.



     1H.     Stock to be Reserved. The Company will at all times reserve and keep available
out of its authorized Common Stock, solely for the purpose of issue upon the exercise of Warrants
as herein provided, such number of shares of Common Stock as shall then be issuable upon the
exercise of all outstanding Warrants, and the Company will maintain at all times all other rights
and privileges sufficient to enable it to fulfill all its obligations hereunder. The Company
covenants that all shares of Common Stock which shall be so issuable shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, free from preemptive or similar rights on
the part of the holders of any shares of capital stock or securities of the Company, and free from
all liens and charges with respect to the issue thereof. The Company will take all such action as
may be necessary to assure that such shares of Common Stock may be so issued without violation by
the Company of any applicable law or regulation, or of any requirements of any domestic securities
exchange upon which the Common Stock may be listed.



     1I.     Issue Tax. The issuance of certificates for shares of Common Stock upon exercise
of Warrants shall be made without charge to the holders of the Warrants exercised for any issuance
tax in respect thereof.



     1J.     Closing of Books. The Company will at no time close its transfer books against
the transfer of any Warrant or of any shares of Common Stock issued or issuable upon the exercise
of any Warrant in any manner which interferes with the timely exercise of such Warrant.



     1K.     No Rights or Liabilities as Shareholders. No Warrant shall entitle any holder
thereof to any of the rights of a shareholder of the Company. No provision of this Warrant, in the
absence of the actual exercise of such Warrant or any part thereof by the holder thereof into
Common Stock issuable upon such exercise, shall give rise to any liability on the part of such
holder as a shareholder of the Company, whether such liability shall be asserted by the Company or
by creditors of the Company.



     1L.     Fractional Shares. The Company shall not be required to issue a fractional share
of Common Stock upon 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 fraction in an amount equal to the same fraction of the Market Price per share of
Common Stock on the date of exercise.



     1M.     Definition of Market Price. The “Market Price” as of any date, (i) means the
average of the last reported sale prices for the shares of Common Stock on the Over-the-Counter
Bulletin Board (the “OTC”) for the five (5) trading days immediately preceding such date as
reported by Bloomberg Financial Markets or an equivalent reliable reporting service mutually
acceptable to and hereafter designated by the holder of this Warrant and the Company (“Bloomberg”),
or (ii) if the OTC is not the principal trading market for the shares of Common



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Stock, the average of the last reported sale prices on the principal trading market for the
Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be
calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market
value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at
the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an
independent investment bank of nationally recognized standing in the valuation of businesses
similar to the business of the Company. The manner of determining the Market Price of the Common
Stock set forth in the foregoing definition shall apply with respect to any other security in
respect of which a determination as to market value must be made hereunder.




     1N.     Notice of Corporate Action. If at any time



     (a)     the 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



     (b)     there 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



     (c)     there 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 20 days’
prior written notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, dissolution, 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 20
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 any such record is to be taken
for the purpose of such dividend, distribution or right, 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 reorganization, reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation and 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.



SECTION 2.     METHOD OF EXERCISE OF WARRANTS




     The Warrants may be exercised by the surrender of this Certificate, with the Form of
Subscription attached hereto duly executed by the holder, to the Company at its principal office,



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accompanied by payment of the Exercise Price(s) for the number of shares of Common Stock
specified. The Warrants may be exercised for less than the full number of shares of Common Stock
called for hereby by surrender of this Certificate in the manner and at the place provided above,
accompanied by payment for the number of shares of Common Stock being purchased. If the Warrants
should be exercised in part only, the Company shall, upon surrender of this Warrant Certificate for
cancellation, execute and deliver a new Warrant Certificate evidencing the right of the holder to
purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this
Warrant Certificate at the office of the Company, in proper form for exercise, accompanied by the
full Exercise Price(s) in cash or certified or bank cashier’s check, the holder shall be deemed to
be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding
that the stock transfer books of the Company shall then be closed or that certificates representing
such Common Stock shall not then be actually delivered to the holder.




     As soon as practicable after the exercise of these Warrants in whole or in part and, in any
event, within ten days thereafter, the Company at its expense will cause to be issued in the name
of and delivered to the holder a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock (and any unexercised Warrants) to which the holder shall be
entitled upon such exercise. Each certificate for shares of Common Stock so delivered shall be in
such denominations as may be requested by the holder and shall be registered in the name of the
holder or such other name as the holder may designate.



SECTION 3.     MUTILATED OR MISSING WARRANT CERTIFICATES




     Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant Certificate, and (in the case of loss, theft or
destruction) of indemnification reasonably satisfactory to the Company and upon surrender and
cancellation of this Warrant Certificate, if mutilated, the Company will execute and deliver a new
Warrant Certificate of like tenor and date.



SECTION
4.     MISCELLANEOUS




     4A.     Remedies. Each holder of Warrants and Warrant Shares, 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.



     4B.     Successors and Assigns. This Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and 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.



     4C.     Amendment. This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.



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     4D.     Severability. 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 provision or the remaining provisions of this Warrant.



     4E.     Headings. The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.



     4F.     Governing Law. This Warrant shall be governed by the laws of the State of Nevada,
without regard to the provisions thereof to conflict of laws.



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     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, as of
the day and year first above written.


	 	 	 	 	 
	 	SINO SILVER CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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FORM OF SUBSCRIPTION




DATE:_________________ 20__




[To be executed only upon the exercise of the Warrant]




TO: SINO SILVER CORP.





     The Undersigned, the holder of the within Warrants, hereby irrevocably elects to exercise all
or part of the purchase right represented by such Warrants for, and to purchase thereunder,
__________________
shares of Common Stock of Sino Silver Corp. (the “Company”) and herewith makes payment
of
$______ to the Company, evidenced by delivery of __________________, and requests that the
certificate of such shares be issued in the name of, and be delivered to __________________, whose address
is __________________.


	 	 	 	 	 
	 	______________________________________

(Name of Holder)

 	 
	 



	 	 	 	 	 
	 	______________________________________

(Authorized Signatory)

 	 




	 	 	 	 	 
	 	______________________________________

(Address)s

 	 
	 	 	 
	 	 	 
	 	 	 
	 





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