Chile Mining Technologies Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS
WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. 

CHILE MINING TECHNOLOGIES INC. 

COMMON STOCK PURCHASE WARRANT 


	Initial Holder:
      [                         
      ] 	Original Issue Date: ____________, 2012
    
	 	No. of Shares Subject to Warrant:
      [                           
      ] 
	 	Exercise Price Per Share: $2.00 
		Expiration Time: 5:00 p.m., New York
      time, on ________, 2017 



Chile Mining Technologies Inc., a Nevada corporation (the
“Company”), hereby certifies that, for value received, the Initial Holder
shown above, or its permitted registered assigns (the “Holder”), is
entitled to purchase from the Company up to the number of shares of its common
stock, par value $0.001 per share (the “Common Stock”), shown above as
may be adjusted from time to time as provided herein (each such share, a
“Warrant Share” and all such shares, the “Warrant Shares”) at the
exercise price shown above as may be adjusted from time to time as provided
herein (the “Exercise Price”), at any time and from time to time on or
after the original issue date indicated above (the “Original Issue Date”)
and through and including the expiration time shown above (the “Expiration
Time”), and subject to the following terms and conditions: 

This Warrant is one of a series of warrants and is being issued
pursuant to a Securities Purchase Agreement, dated May 8, 2012 (the
“SPA”), by and between the Company, the Initial Holder and the other
parties thereto.

1.     Definitions. In addition to the terms defined
elsewhere in this Warrant, capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the SPA. 

2.     List of Warrant Holders. The Company shall register
this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder (which shall
include the Initial Holder or, as the case may be, any registered assignee to
which this Warrant is permissibly assigned hereunder from time to time). The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary. 

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3.     List of Transfers; Restrictions on Transfer. The
Company shall register any transfer of all or any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment
attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration or transfer, a new Warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
Warrant, a “New Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued to
the transferring Holder. The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance by such transferee of all of the rights
and obligations in respect of the New Warrant that the Holder has in respect of
this Warrant. 

4.     Exercise and Duration of Warrant. 

(a)     All or any part of this Warrant shall be exercisable by the
registered Holder in any manner permitted by this Section 4 of this Warrant at
any time and from time to time on or after the Original Issue Date and through
and including the Expiration Time. At the Expiration Time, the portion of the
Warrant not exercised prior thereto shall be and become void and of no value and
this Warrant shall be terminated and shall no longer be outstanding. 

(b)     The Holder may exercise this Warrant by delivering to the
Company: (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), completed and duly signed, and (ii) payment by wire transfer of
immediately available funds to an account designated by the Company of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised. The date such items are delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.”
The Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder
shall surrender this Warrant to the Company for cancellation within three (3)
Trading Days of the date the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion
of the total number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased. The Holder
and the Company shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases. In the event of any dispute or
discrepancy, the records of the Company shall be controlling and determinative
in the absence of manifest error. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof. 

(c)     Notwithstanding any provisions herein to the contrary, if
one or more registration statements under the Securities Act providing for the
resale of all shares of Common Stock underlying the Warrants have not been declared effective
by the U.S. Securities and Exchange Commission, or the prospectuses forming a
portion of such registration statement(s) is not then available for the resale
of all such shares of Common Stock, in lieu of exercising this Warrant by
payment of cash, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula: 

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	  	X = 	Y (B-A) 
	  	  	     B 
	  	  	  
	Where 	X = 	the number of shares of Common Stock to be
      issued to the Holder. 
	  	  	  
		Y = 	the number of shares of Common Stock
      purchasable upon exercise of all of the Warrant or, if only a portion of
      the Warrant is being exercised, the portion of the Warrant being
      exercised. 
	  	  	  
	  	A = 	the Warrant Price. 
	  	  	  
		B = 	the closing price for the Common Stock on the
      Trading Day immediately preceding the date of the Notice of Exercise.
  


(d)     The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant pursuant to the
terms hereof. 

(e)     The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant,
to the extent that after giving effect to such issuance after exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group together with the
Holder or any of the Holder’s Affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by
the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon (i) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or
any of its Affiliates. Except as set forth in the preceding sentence, for
purposes of this Section 4(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this
Section 4(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination. Upon the written or oral
request of a Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.9% of the number of
shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon exercise of this Warrant. The
Holder, upon not less than 61 days’ prior notice to the Company, may increase or
decrease the Beneficial Ownership Limitation provisions of this Section 4(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant
held by the Holder and the provisions of this Section 4(e) shall continue to
apply. Any such increase or decrease will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 4(e) to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

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5.     Delivery of Warrant Shares. 

(a)     Upon exercise of this Warrant, the Company shall promptly
(but in no event later than three (3) Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written
order of the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise, free of
restrictive legends. “Trading Day” shall mean a date on which the
Company’s Common Stock trades on its principal trading market. The Holder, or
any Person permissibly so designated by the Holder to receive Warrant Shares,
shall be deemed to have become the holder of record of such Warrant Shares as of
the Exercise Date.

(b)     The Company shall, upon the written request of the Holder,
use its best efforts to deliver, or cause to be delivered, Warrant Shares
hereunder electronically through the Depository Trust and Clearing Corporation
or another established clearing corporation performing similar functions, if
available; provided, that, the Company may, but will not be
required to, change its transfer agent if its current transfer agent cannot
deliver Warrant Shares electronically through the Depository Trust and Clearing
Corporation. If as of the time of exercise the Warrant Shares constitute
restricted or control securities, the Holder, by exercising, agrees not to
resell them except in compliance with all applicable securities laws. 

(c)     To the extent permitted by law, the Company’s obligations
to issue and deliver Warrant Shares in accordance with the terms hereof are
absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof. 

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(d)     If the Company fails to cause its transfer agent to
transmit to the Holder a certificate or the certificates (either physical or
electronic) representing the Warrant Shares pursuant to the terms hereof by
applicable delivery date, then, the Holder will have the right to rescind such
exercise. In addition, if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise, then the Company shall pay in cash to
the Holder the amount, if any, by which the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds the amount obtained by multiplying (i) the number of Warrant
Shares that the Company was required to deliver to the Holder in connection with
the exercise at issue times (ii) the price at which the sell order giving rise
to such purchase obligation was executed. In addition, the Company will at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof. 

6.     Charges, Taxes and Expenses. Issuance and delivery of
certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding
tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Company. The Company shall bear the cost of any legal opinion, transfer
agent fees and related costs in connection with the removal of restricted legend
from any certificate representing the Common Stock issuable upon exercise of
this Warrant. Notwithstanding the foregoing, the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or the Warrants in a name
other than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.

5 




7.     Replacement of Warrant or Certificate. If this
Warrant or any certificate for Common Stock issued on exercise of this Warrant
shall become mutilated or defaced, or be destroyed, lost or stolen, the Company
shall execute and deliver a new warrant or certificate of like amount in
exchange and substitution for the mutilated or defaced Warrant or certificate,
or in lieu of and in substitution for the destroyed, lost or stolen Warrant or
certificate. In the case of a mutilated or defaced Warrant or certificate, the
Holder shall surrender such Warrant or certificate to the Company. In the case
of any destroyed, lost or stolen Warrant or certificate, the Holder shall
furnish to the Company: (i) evidence to its satisfaction of the destruction,
loss or theft of such Warrant or certificate and (ii) such security or indemnity
(which shall not include the posting of any bond) as may be reasonably required
by the Company to hold the Company harmless.

8.     Reservation of Warrant Shares. The Company covenants
that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as
herein provided, the number of Warrant Shares that are then issuable and
deliverable upon the exercise of this entire Warrant, free from preemptive
rights or any other contingent purchase rights of persons other than the Holder
(taking into account the adjustments and restrictions of Section 9). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. 

9.     Certain Adjustments to Exercise Price. The Exercise
Price and number of Warrant Shares issuable upon exercise of this Warrant are
subject to adjustment from time to time as set forth in this Section 9. 

(a)     Adjustments for Stock Splits and Combinations and Stock
Dividends. If the Company shall at any time or from time to time after the
date hereof, effect a stock split or combination of the outstanding Common Stock
or pay a stock dividend in shares of Common Stock, then the Exercise Price and
the number of Warrant Shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustments under this Section 9(a) shall be
effective at the close of business on the date the stock split or combination
becomes effective or the date of payment of the stock dividend, as applicable.


(b)     Merger Sale, Reclassification, etc. In case of any:
(i) consolidation or merger (including a merger in which the Company is the
surviving entity), (ii) sale or other disposition of all or substantially all of
the Company’s assets or distribution of property to shareholders (other than
distributions payable out of earnings or retained earnings), or (iii)
reclassification, change or conversion of the outstanding securities of the
Company or of any reorganization of the Company (or any other corporation the
stock or securities of which are at the time receivable upon the exercise of
this Warrant) or any similar corporate reorganization on or after the date
hereof, then and in each such case the Holder of this Warrant, upon the exercise
hereof at any time thereafter shall be entitled to receive, in lieu of the stock
or other securities and property receivable upon the exercise hereof prior to
such consolidation, merger, sale or other disposition, reclassification, change,
conversion or reorganization, the stock or other securities or property to which
such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior
thereto. To the extent that there are multiple types of securities, cash or
property to be received in a transaction, then the Company shall allocated the
Exercise Price among the consideration in a manner reasonably related to the
underlying value of each component of the consideration. If holders are given an
opportunity to select among different forms of consideration in a transaction,
then the Holder shall be given the same choice as to the consideration it
receives upon any exercise of this Warrant following such a transaction.
Notwithstanding anything to the contrary, in the event of a transaction that is
(x) an all cash transaction, (y) a "Rule 13e-3 transaction" as defined in Rule
13e-3 under the Exchange Act, or (z) a consolidation or sale (where the Company
is not the surviving corporation) involving a person or entity not traded on a
national securities exchange, including, but not limited to, the Nasdaq Global
Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the
Company or any Successor Entity (as defined below) shall, at the Holder’s
option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the transaction, purchase this Warrant from the Holder by paying
to the Holder an amount of cash equal to the Black Scholes Value of the
remaining unexercised portion of this Warrant on the date of the consummation of
such transaction.

6 




10.     No Fractional Shares. No fractional Warrant Shares
will be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares that would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported by the applicable Trading Market on the Exercise Date.


11.     Notices. Whenever the Exercise Price is adjusted
pursuant to any provision of Section 9, the Company shall promptly mail to the
Holder a notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment. If (i)
the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (ii) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (iii) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to
subscribe for or purchase any shares of capital stock of any class or of any
rights, (iv) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property,
or (v) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the
Company shall cause to be mailed to the Holder at its last address as it shall
appear upon the Warrant Register of the Company, at least 20 calendar days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the
failure to mail such notice or any defect therein or in the mailing thereof shall
not affect the validity of the corporate action required to be specified in such
notice. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event
triggering such notice except as may otherwise be expressly set forth herein.
Any and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be delivered in accordance with
the procedures set forth in Section 9.2 of the SPA.

7 




12.     Warrant Agent. The Company shall serve as warrant
agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any
such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder’s last address as shown on the Warrant Register. 

13.     Miscellaneous. 

(a)     This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder, or their successors and
assigns. 

(b)     Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Warrant (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New
York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, New York for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of this Warrant, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES,
AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 

8 




(c)     The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof. 

(d)     In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Warrant. 

(e)     Prior to exercise of this Warrant, the Holder hereof shall
not, by reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares. 

(f)     No provision hereof, in the absence of any affirmative
action by Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of Holder, shall give rise to any
liability of Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. 

[Signature Page Follows] 

9 




IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed by its authorized officer as of the
date first indicated above. 

CHILE MINING TECHNOLOGIES INC.


By:
________________________________
      
Name: 
       Title:

10 




CHILE MINING TECHNOLOGIES INC. 

EXERCISE NOTICE 

The undersigned, pursuant to the provisions set forth in the
attached Warrant hereby irrevocably elects to purchase ____________ shares of
Common Stock covered by such Warrant, and is providing, herewith, the aggregate
purchase price for such shares. 

The undersigned intends that payment of the Warrant Price shall
be made as (check one): 

Cash Exercise
_______                  
Cashless Exercise _______

If the Holder has elected a Cash Exercise, the Holder shall pay
the sum of $________ by certified or official bank check (or via wire transfer)
to the Issuer in accordance with the terms of the Warrant. 

If the Holder has elected a Cashless Exercise, a certificate
shall be issued to the Holder for the number of shares equal to the whole number
portion of the product of the calculation set forth below, which is ___________
.. The Company shall pay a cash adjustment in respect of the fractional portion
of the product of the calculation set forth below in an amount equal to the
product of the fractional portion of such product and the VWAP of one share of
Common Stock on the date of exercise, which product is ____________. 

X = Y (B-
A) 
            B

Where: 

The number of shares of Common Stock to be issued to the Holder
__________________ (“X”). 

The number of shares of Common Stock purchasable upon exercise
of all of the Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being exercised ___________________________ (“Y”).


The Warrant Price ______________ (“A”). 

The 5-day average Fair Market Value of one share of Common
Stock _______________________ (“B”). 

The undersigned is an “accredited investor” as defined in
Regulation D, as promulgated under the Securities Act of 1933, as amended. 

The undersigned represents and warrants that all offers and
sales by the undersigned of the shares of Common Stock 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) 
	 	  
	 	Address: _______________________________
	 	                
      _______________________________






CHILE MINING TECHNOLOGIES INC. 

FORM OF ASSIGNMENT 
To be completed and signed only
upon transfer of Warrant 

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto _________________ the right represented by the within
Warrant to purchase _________________ shares of Common Stock to which the within
Warrant relates and appoints __________________ attorney to transfer said right
on the books of the Company with full power of substitution in the premises.


	Dated: _______________________________	TRANSFEROR: 
	  	_______________________________
	  	Print name 
	  	By: _______________________________
	  	Title: _______________________________
	  	  
	  	TRANSFEREE: 
	  	_______________________________
	  	Print name 
	  	By: _______________________________
	  	Title: _______________________________
	WITNESS: 	  
	_______________________________	Address of Transferee: 
	Print name 	_______________________________
	 	_______________________________