Exhibit 4.1


UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
NOVEMBER 17,, 2007.


WITHOUT
PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL
APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF MAY NOT BE
SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
FACILITIES OF THE TORONTO STOCK EXCHANGE “(TSX”) OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 14, 2007.


THIS WARRANT AND THE SECURITIES DELIVERABLE UPON
EXERCISE HEREOF NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY, (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT ON THE CONDITION THAT THE HOLDER HAS. PRIOR TO SUCH SALE, FURNISHED TO THE
COMPANY AN OPTION OF COUNSEL AS TO THE AVAILIBILITY OF THE EXEMPTION REASONABLY
SATISFACTORY TO THE COMPANY, OR (D) PURSANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECRUTIES LAWS OF
ANY OTHER APPLICABLE JURISDICTIONS. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH
TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.


THIS WARRANT AND THE SECURITIES DELIVERABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITES ACT OR
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE
UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S
PERSON UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OR ANY
SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIRMENTS IS AVAILABLE.
UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGUALTIONS UNDER THE U.S
SECURITIES ACT.


COMMON
STOCK PURCHASE WARRANT


ALLIED
NEVADA GOLD CORP.


	
  Warrants: 

  	
   

  	
   

  	
  Issuance Date: July 16, 2007

  



 


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 Issuance Date (as indicated above) and on or prior to 5:00 p.m.
(Nevada time) (“Expiry Time”) on July 16, 2009 (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Allied Nevada Gold
Corp., a Delaware corporation (the “Company”), up to 



 1
 









                    
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 shall be equal to the Exercise Price, as defined in
Section 2(c).


Section 1.                                            Definitions.  Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Subscription
Agreement (the “Subscription Agreement”), dated July 5th, 2007, among the Company and the
purchasers signatory thereto.


Section 2.                                            Exercise.


a)                                      Exercise
of Warrant.  Exercise of the purchase
rights represented by this Warrant may be made, in whole or in part, at any
time or times on or before the Termination Date by delivery to the Company of a
duly executed facsimile copy of the Notice of Exercise Form annexed  hereto (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at
the address of such Holder appearing on the books of the Company); and, within
three Business Days of the date said Notice of Exercise is delivered to the
Company, the Company shall have received 
payment of the aggregate Exercise Price of the shares thereby purchased
by wire transfer or cashier’s check drawn on a United States or Canadian
bank.  Notwithstanding anything herein to
the contrary, 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 Business 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.  The Company shall deliver any objection to
any Notice of Exercise Form within one Business Day of receipt of such
notice.  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.


b)                                     Acceleration
of Expiry.  In the event the closing
price of the Common Shares exceeds CDN$11.50 for twenty (20) consecutive
trading days at any time on the TSX, the Company may, by written notice to the
Holder, accelerate the Expiry Time to the date which is thirty (30) days from
delivery of such notice, following which the Warrants will be of no further
force and effect.


c)                                      Exercise
Price.  The exercise price per share
of the Common Stock under this Warrant shall be Cdn.$5.75, subject to
adjustment hereunder (the “Exercise Price”).



 2
 









d)                                     Exercise
Limitations.  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,
such Holder (together with such Holder’s Affiliates (as such term is defined
under Rule 144 of the U.S. Securities Act), and any other person or entity
acting as a group together with such Holder or any of such Holder’s
Affiliates), as set forth on the applicable Notice of Exercise, 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 such
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 (A) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by such Holder or any of its Affiliates and (B)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Warrants)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by such Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for purposes
of this Section 2(c)(i), beneficial ownership shall be calculated in accordance
with Section 13(d) of the United States Securities Exchange Act of 1934 (the “U.S.
Exchange Act”) and the rules and regulations promulgated thereunder, it being
acknowledged by a Holder that the Company is not representing to such Holder
that such calculation is in compliance with Section 13(d) of the U.S. Exchange
Act and such Holder is solely responsible for any schedules required to be
filed in accordance therewith.  To the
extent that the limitation contained in this Section 2(c) applies, the
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Holder together with any Affiliates) and of which a
portion of this Warrant is exercisable shall be in the sole discretion of a
Holder, and the submission of a Notice of Exercise shall be deemed to be each
Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by such Holder together with any Affiliates) and of which
portion of this Warrant is exercisable, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. 
In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the U.S. Exchange
Act and the rules and regulations promulgated thereunder.  For purposes of this Section 2(c), in
determining the number of outstanding shares of Common Stock, a Holder may rely
on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the
Company or the Company’s transfer agent setting forth the number of shares of
Common Stock outstanding.  Upon the
written or oral request of a Holder, the Company shall within two Business Days
confirm orally and in writing to such 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 such 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 4.99% of 



 3
 









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 Beneficial
Ownership Limitation provisions of this Section 2(c)(i) may be waived by such
Holder, at the election of such Holder, upon not less than 61 days’ prior
notice to the Company to change the Beneficial Ownership Limitation to 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,
and the provisions of this Section 2(c) shall continue to apply.  Upon such a change by a Holder of the
Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
limitation, the Beneficial Ownership Limitation may not be further waived by
such Holder.  The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(c)(i) 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.


e)                                      Mechanics
of Exercise.


i.                  Authorization
of Warrant Shares.  The Company
covenants that all Warrant Shares which may be issued upon the exercise of the
purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant, be duly authorized, validly issued, fully
paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


ii.               Delivery
of Certificates Upon Exercise. 
Certificates for shares purchased hereunder shall be delivered by the
transfer agent of the Company to the Holder to the address specified by the
Holder in the Notice of Exercise within 3 Business Days from the delivery to
the Company of the Notice of Exercise Form, surrender of this Warrant (if
required) and payment of the aggregate Exercise Price as set forth above (“Warrant
Share Delivery Date”).  This Warrant
shall be deemed to have been exercised on the date the Exercise Price is
received by the Company.  The Warrant
Shares shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Exercise Price and all taxes required to be
paid by the Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance
of such shares, have been paid.


iii.            Delivery
of New Warrants Upon Exercise.  If
this Warrant shall have been exercised in part, the Company shall, at the
request of a Holder and upon surrender of this Warrant certificate, at the time
of 



 4
 









delivery of the certificate or certificates representing Warrant
Shares, deliver to Holder a new Warrant evidencing the rights of Holder to
purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.


iv.           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 2(d)(iv)
by the Warrant Share Delivery Date, then the Holder will have the right to
rescind such exercise.


v.              No
Fractional Shares or Scrip.  No fractional
shares or scrip representing fractional shares shall be issued upon the
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 at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


vi.           Charges,
Taxes and Expenses.  Issuance of
certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however,
that in the event certificates for Warrant Shares are to be issued in a name
other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by
the Holder; and the Company may require, as a condition thereto, the payment of
a sum sufficient to reimburse it for any transfer tax incidental thereto.


vii.        Closing
of Books.  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.


viii.     Exercise
Mechanics:  The Warrants and the Warrant Shares issuable upon exercise
thereof have not been registered under the U.S. Securities Act or the
securities laws of any state of the United States, and a holder of any Warrant
may only exercise the right to purchase Warrant Shares issuable upon the
exercise of the Warrants the circumstances noted below:


A.                                   exercise
such Warrants, if the holder is a purchaser who is not (A) a resident of the
United States or (B)  a U.S. Person (a “U.S.
Purchaser”) and the holder delivers a duly completed and executed Notice of
Exercise certifying that 



 5
 









the holder: (A)(1)
is not in the United States; (2) is not a U.S. Person and is not exercising the
Warrants for, or on behalf or benefit of, a U.S. Person or person in the United
States; (3) did not execute or deliver the Warrant exercise form in the United
States; (4) agrees not to engage in hedging transactions with regard to the
Common Shares prior to the expiration of the one-year distribution compliance
period set forth in Rule 903(b)(3) of Regulation S under the U.S. Securities
Act (“Regulation S”); (5) acknowledges that the Warrant Shares issuable upon
exercise of the Warrants are “restricted securities” as defined in Rule 144 of
the U.S. Securities Act and upon the issuance thereof, and until such time as
the same is no longer required under the applicable requirements of the
Securities Act or applicable U.S. state laws and regulations, the certificates
representing the Warrant Shares will bear a restrictive legend; and (6)
acknowledges that the Company shall refuse to register any transfer of the
Warrant Shares not made in accordance with the provisions of Regulation S,
pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration under the U.S. Securities Act; and (7)
neither the Company nor the holder has engaged in any “directed selling efforts”
(as defined in Regulation S) in the United States; or


B.                                     exercise
such Warrants in a transaction that does not require registration under the
U.S. Securities Act or any applicable U.S. state laws and regulations and the
holder has (A) delivered a duly completed and executed Notice of Exercise
certifying that the holder is exercising the Warrants pursuant to such
exemptions and (B) furnished to the Company, prior to such exercise, an opinion
of counsel of recognized standing in form and substance satisfactory to the
Company to such effect or


C.                                     exercise
such Warrants, if the holder has delivered a duly completed and executed Notice
of Exercise certifying that the holder is the original subscriber for the
Warrants in the United States and, (i) is an “accredited investor” (as such
term is defined in Rule 501(a) of Regulation D under the U. S Securities act (
an “Accredited Investor”), exercising the Warrant for its own account of the
account of an Accredited Investor over which I exercises sole investment
discretion, and (ii) agrees to the restrictions or transfer and resale more
fully described in the Warrant.


ix.             And in
the case of any of A-C above, the holder certifies in accordance with the
Notice of Exercise that such holder (i) has had access to such current public
information concerning the Company as it 



 6
 









considered public information the Company as it considered necessary in
connection with its investment registered under the U. S. Securities Act Leg
ending of Certificates Evidencing Warrant Shares: The Company shall issue
certificates evidencing Warrant Shares free of restrictive legends, as
applicable, if there is an effective registration statement (“Registration
Statement”) under the U.S. Securities Act registered such Warrant Shares for resale
and holder presents to the Company that such exercise is in connection with a
sale and the holder has complied or will comply with the applicable prospectus
delivery requirements and applicable securities laws.  Except as otherwise provided in this subsection
2(d) (ix), certificates representing Warrant Shares issued pursuant to the
exercise of this Warrant shall bear the following legends as long as required
pursuant to applicable law;


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY, (A) TO THE COMPANY, (B) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, (C) INSIDE THE UNITED STATES PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT ON THE CONDITION THAT THE HOLDER HAS. PRIOR TO SUCH SALE, FURNISHED TO THE
COMPANY AN OPTION OF COUNSEL AS TO THE AVAILIBILITY OF THE EXEMPTION REASONABLY
SATISFACTORY TO THE COMPANY, OR (D) PURSANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECRUTIES LAWS OF ANY
OTHER APPLICABLE JURISDICTIONS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE
CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.THE SECURITIES REPRESENTED
BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH
TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.”



 7
 









If the Common
Shares are also then listed on the Toronto Stock Exchange certificates
representing the Warrant Shares will also bear the following legend


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE [TORONTO STOCK EXCHANGE (“TSX”)];
HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX
SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON TSX.”


Section 3.                                            Certain
Adjustments.


a)                                      Stock
Dividends and Splits.  If the
Company, at any time while this Warrant is outstanding: (A) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its
Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company upon exercise of this Warrant),
(B) subdivides outstanding shares of Common Stock into a larger number of
shares, (C) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted.  Any adjustment made pursuant to this Section
3(a) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of
a subdivision, combination or re-classification.


b)                                     INTENTIONALLY DELETED.


c)                                      Pro
Rata Distributions.  If the Company,
at any time prior to the Termination Date, shall distribute to all holders of
Common Stock (and not to Holders of the Warrants) evidences of its indebtedness
or assets (including cash and cash dividends and, excluding dividend offered in
the ordinary course) or rights or warrants to subscribe for or purchase any
security other than the Common Stock (which shall be subject to Section 3(a)),
then in each such case the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution by a
fraction of which the denominator shall be the Volume Wieghted Average Price (“VWAP”)
as of the Business Day immediately prior to the record date mentioned above,
and of which the numerator shall be such VWAP as of the Business Day
immediately prior to such record date less 



 8
 









the then per share fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors
in good faith subject to TSX approval. 
In either case the adjustments shall be described in a statement
provided to the Holder of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common
Stock.  Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.


d)                                     Fundamental
Transaction.  If, at any time while
this Warrant is outstanding, (A) the Company effects any merger or
consolidation of the Company with or into another Person, (B) the Company effects
any sale of all or substantially all of its assets in one or a series of
related transactions, (C) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (D) the Company effects any reclassification of the Common
Stock or 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 exercise of this Warrant, the Holder shall have the right to
receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder, (a) upon exercise of this Warrant, the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of
assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event or (b) if the Company is
acquired in an all cash transaction, cash equal to the value of this Warrant as
determined in accordance with the Black-Scholes option pricing formula.  For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  To the extent
necessary to effectuate the foregoing provisions, any successor to the Company
or surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the
provisions of this Section 3(e) and insuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.



 9
 









e)                                      Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of shares of Common Stock deemed to be issued and outstanding as of
a given date shall be the sum of the number of shares of Common Stock
(excluding treasury shares, if any) issued and outstanding.


f)                                        Notice
to Holder.


i.                  Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any
provision of this Section 3, 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.


ii.               Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend
(or any other distribution in whatever form) on the Common Stock; (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock; (C) 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; (D) 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, of any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property; (E) 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 is entitled
to exercise this Warrant during the 20-day period commencing on the date of
such notice to the effective date of the event triggering such notice.



 10
 









Section 4.                                            Transfer
of Warrant.


a)                                      Transferability.  Subject to compliance with any applicable
securities laws and the conditions set forth in Section 4(d) hereof, this
Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A
Warrant, if properly assigned, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.


b)                                     New
Warrants. This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as
to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.


c)                                      Warrant
Register. 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 hereof 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.


d)                                     Transfer
Restrictions. If, at the time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effective registration statement under
the U.S. Securities Act and under applicable state securities or blue sky laws,
the Company may require, as a condition of allowing such transfer, that (i) the
Holder or transferee of this Warrant, as the case may be, furnish to the
Company a written opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the
effect that such transfer may be made without registration under the U.S.
Securities Act and under applicable state securities or blue sky laws, and (ii)
the Holder or transferee execute and deliver to the Company an investment
letter in form and substance acceptable to the Company, including an agreement
by the transferee to comply with the restrictions on transfer and other restrictions
set forth in the Warrant, an acknowledgement by the transferee that the Warrant
so transferred shall bear restrictive legends, as applicable, substantially in
the form of those on the face of this Warrant, and (iii) the transferee be an “accredited
investor” as defined in Rule 501(a) promulgated under the U.S. Securities Act.



 11
 









Section 5.                                            Miscellaneous.


a)                                      No
Rights as Shareholder Until Exercise. 
This Warrant does not entitle the Holder to any voting rights or other
rights as a shareholder of the Company prior to the exercise hereof as set
forth in Section 2(d)(ii).


b)                                     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 (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such 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 such cancellation, in lieu of such Warrant or stock certificate.


c)                                      Saturdays,
Sundays, Holidays, etc.  If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be
taken or such right may be exercised on the next succeeding Business Day.


d)                                     Authorized
Shares.


The Company
covenants that during the period the Warrant remains 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 shall
constitute 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 such Warrant Shares may be
issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the trading market upon which the Common
Stock may be listed.


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any
action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary 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 the carrying out of
all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant
against impairment.  Without limiting the
generality of the foregoing, the Company will (a) not increase the par value of
any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of
this Warrant, and (c) use commercially reasonable efforts to obtain all such 



 12
 









authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.


Before taking any
action which would result in an adjustment in the number of Warrant Shares for
which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as
may be necessary from any public regulatory body or bodies having jurisdiction
thereof.


e)                                      Jurisdiction.
All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be determined in accordance with the
provisions of the Subscription Agreement.


f)                                        Restrictions.  The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state, provincial and federal securities
laws.


g)                                     Nonwaiver
and Expenses.  No course of dealing
or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder’s rights,
powers or remedies, notwithstanding the fact that all rights hereunder
terminate on the Termination Date.  If
the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall
pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.


h)                                     Notices.  Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Subscription
Agreement.


i)                                         Limitation
of Liability.  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.


j)                                         Remedies.  Holder, 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 and not to
assert the defense in any action for specific performance that a remedy at law
would be adequate.


k)                                      Successors
and Assigns.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and 



 13
 









be binding upon the successors of the Company and the successors and
permitted 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.


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


m)                                   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
provisions or the remaining provisions of this Warrant.


n)                                     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.


o)                                     Counterparts
and Facsimile.   This Warrant may be
executed in any number of counterparts and by facsimile, each of which so
executed shall constitute an original and all of which taken together shall
form one and the same Warrant.


********************


REMAINDER OF PAGE
LEFT INTENTIONALLY BLANK



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


	
   

  	
  ALLIED NEVADA GOLD CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Hal D. Kirby

  
	
   

  	
   

  	
  Title: Vice President and Chief Financial Officer

  



 



 15
 









NOTICE
OF EXERCISE


TO:                            ALLIED
NEVADA GOLD CORP.


The undersigned holder
of the within Warrant Certificate, hereby exercises certain Warrants (the “Exercised
Warrants”) evidenced thereby and hereby subscribes for a number of Common
Shares of Allied Nevada Gold Corp. equal to such number of Common Shares or
number or amount of other securities or property, or combination thereof, to
which such exercise entitles him under the provisions of the Warrant at an aggregate
price equal to the product of the Exercise Price and the number of Exercised
Warrants, and on the terms specified in such Warrant Certificate, and in
payment therefor, delivers herewith a bank draft, certified cheque or money
order payable to Allied Nevada Gold Corp..  in lawful money of the United
States.  Capitalized terms not defined
herein shall have the definitions set forth in the within Warrant Certificate.


The undersigned
represents that it (A) has had access to such current public information
concerning Allied Nevada Gold Corp. as it considered necessary in connection
with its investment decision and (B) understands that the securities issuable
upon exercise hereof have not been registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”).


The undersigned
represents and warrants that it: [CHECK ONE ONLY]


A.                                   is not a
U.S. Purchaser and it (1) is not in the United States; (2) is not a U.S. Person
and is not exercising the Warrants for, or on behalf or benefit of, a U.S.
Person or person in the United States; (3) did not execute or deliver the
Subscription Form in the United States; (4) agrees not to engage in hedging
transactions with regard to the Common Shares prior to the expiration of the
one-year distribution compliance period set forth in Rule 903(b)(3) of
Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of
the Warrants are “restricted securities” as defined in Rule 144 of the U.S.
Securities Act and upon the issuance thereof, and until such time as the same
is no longer required under the applicable requirements of the U.S. Securities
Act or applicable U.S. state laws and regulations, the certificates
representing the Common Shares will bear a restrictive legend; and (6) acknowledges
that the Company shall refuse to register any transfer of the Common Shares not
made in accordance with the provisions of Regulation S, pursuant to
registration under the U.S. Securities Act, or pursuant to an available
exemption from registration under the U.S. Securities Act; and (7) neither the
Company nor the holder has not engaged in any “directed selling efforts” (as
defined in Regulation S) in the United States.


B.                                     the
undersigned is delivering a written opinion of United States counsel or a written
confirmation from the Company to the effect that the Common Shares to 



 16
 









be delivered upon
exercise hereof have been registered under the U.S Securities Act or are exempt
from registration thereunder.


C.                                 the
undersigned is the original subscriber for the Warrants in the Unites States
and (i) as an “accredited investor” (as such term is defined in Rule 501(a) of
Regulation D under the U. S. Securities Act (an “Accredited Investor”)
exercising the Warrant for its own account or the account of an Accredited
Investor over which it exercises sole investment discretion, and (ii) agrees to
the restrictions on transfer and resale more fully described in the Warrant.


(If there is an effective Registration Statement
and holder is making such exercise in connection with a sale pursuant to the
Registration statement, check the following Box, if applicable)


o                                    The
undersigned hereby represents that if has either sold the shares of common
stock to be issued hereunder or intends to sell such common stock within 10 business
days of receipt of such common stock in compliance with the Plan of
Distribution set forth in the Registration Statement of the Company filed under
the U. S. Statements of the Company filed under the U.S. Securities Act, in
respect of the common shares and in compliance with applicable securities
laws.  The undersigned hereby requests
that the share certificate representing the common stock be issued without a
restrictive legend.


Unless
the above box above is checked, the undersigned holder understands that the
certificate representing the Company’s Common Shares issued upon exercise of
this Warrant will bear a legend restricting the transfer without registration
under the U.S. Securities Act and applicable state securities laws
substantially the form set forth in Section 2(e)(x) of the Warrant certificate.


Name:


Please print or type name
and address (including

postal code)


 


Address:


Number of Warrants being
Exercised:


 


DATED
this                       
day
of                 ,


 


	
  Signature

  guaranteed by:

  
	
   

  	
  Name of registered holder

  (please print)

  



 


	
   

  	
   

  	
   

  
	
   

  	
  Signature
  of or on behalf of

  



 



 17
 









 


	
   

  	
  registered
  holder

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Office,
  Title or other Authorization (if

  
	
   

  	
  holder
  not an individual)

  



 



 18
 









THE WARRANT REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS AND OTHER PROVISIONS
CONCERNING TRANSFER AS SET FORTH IN THE WARRANT CERTIFICATE.


ASSIGNMENT
FORM


(To assign the foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)


FOR VALUE RECEIVED, [         ]
all of or [            ]
shares of the foregoing Warrant and all rights evidenced thereby are hereby
assigned to


	
  

  	
   whose address
  is

  
	
   

  	
   

  
	
   

  	
  ,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: 

  	
   

  	
  ,

  	
   

  
	
   

  	
   

  
	
   

  	
  Holder’s
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
												



 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company.  Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.



 19