Exhibit
4.2


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 17,
2007.


THIS WARRANT AND THE SECURITIES DELIVERABLE UPON
EXERCISE HEREOF NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “U.S. 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
OPINION 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.


FINDER’S
WARRANT TO PURCHASE UNITS


OF


ALLIED
NEVADA GOLD CORP.

(incorporated under the laws of Delaware)













 


	
  Number FW -     

  	
   

  	
  Number of Units represented by this 

  certificate:   114,850

  



 


THIS
CERTIFIES THAT, for value received, Quest Securities Corporation (the
“Holder”), being the registered holder of this finder’s warrant (“Finder’s
Warrant”) is entitled, at any time prior to 5:00 p.m. (Eastern time) on the
Expiry Day (as defined below) to subscribe for and purchase the number of units
(the “Units”) of Allied Nevada Gold Corp. (the “Company”) set forth above on
the basis of one Unit at a price of CDN.$4.60 (the “Exercise Price”) for each
Finder’s Warrant exercised, subject to adjustment as set out herein, by
surrendering to the Company at its principal office, 9604 Prototype Court, Reno, Nevada 89521, U.S.A., this
Finder’s Warrant certificate (the “Finder’s Warrant Certificate”), with a
completed and executed subscription form, and payment in full for the Units
being purchased.


Each Unit shall
consist of one Common Share (as hereinafter defined) in the capital of the
Company (a “Share”) and one Common Share purchase warrant (a “UnitWarrant”).  Each whole UnitWarrant will entitle the
holder thereof to purchase one Common Share (a “UnitWarrant Share) at a price
of CDN.$5.75 in accordance with and pursuant to the terms of the Warrant
Certificate (as defined below) for 24 months following the Closing Date (as
defined herein).


The Company shall
treat the Holder as the absolute owner of this Finder’s Warrant for all
purposes and the Company shall not be affected by any notice or knowledge to
the contrary.  The Holder shall be
entitled to the rights evidenced by this Finder’s Warrant free from all
equities and rights of set-off or counterclaim between the Company and the
original or any intermediate holder and all persons may act accordingly and the
receipt by the Holder of the Units issuable upon exercise hereof shall be a
good discharge to the Company and the Company shall not be bound to inquire
into the title of any such Holder.


1.                                       Definitions:  In this Finder’s Warrant Certificate,
unless there is something in the subject matter or context inconsistent
therewith, the following expressions shall have the following meanings namely:


(a)                                “Adjustment
Period” means the period commencing on the date hereof and ending at the Expiry
Time;


(b)                               “Share”
means the Common Shares issuable upon the exercise of the Finder’s Warrants and
comprising part of the Units;


(c)                                “Business
Day” means any day other than a Saturday, Sunday, legal holiday or a day on
which banking institutions are closed in Toronto, Ontario;


(d)                               “Closing
Date” means July 16,
2007;


(e)                                “Common
Shares” means the common shares of the Company as such shares are constituted
on the date hereof, as the same may be reorganized, reclassified or otherwise
changed pursuant to any of the events set out in Section 11 hereof;


(f)                                  “Company”
means Allied Nevada Gold Corp., a company incorporated under the laws of
Delaware and its successors and assigns;


(g)                               “Current
Market Price” of the Common Shares shall be the weighted average sale price per
share for the Common Shares for the 20 consecutive trading days immediately
before such date on such principal stock exchange or over-the-counter market as
the Common 



 2
 









Shares may then be listed or quoted (as the
case may be).  The weighted average price
shall be determined by dividing the aggregate sale price of all such Common
Shares sold on the said exchange during the said 20 consecutive trading days by
the total number of such Common Shares so sold;


(h)                               “Dividends
Paid in the Ordinary Course” means dividends paid in any financial year of the
Company, whether in (i) cash, (ii) shares of the Company, (iii) warrants or
similar rights to purchase any shares of the Company or property or other
assets of the Company provided that the value of such dividends does not in
such financial year exceed the greater of


(i)                                   150%
of the aggregate amount of dividends paid by the Company on the Common Shares
in the 12-month period ending immediately prior to the first day of such
financial year, and


(ii)                                100%
of the consolidated net earnings from continuing operations of the Company,
before any extraordinary items, for the 12-month period ending immediately
prior to the first day of such financial year (such consolidated net earnings
from continuing operations to be computed in accordance with generally accepted
accounting principles in Canada);


(i)                                   “Exercise
Price” means CDN$4.60 per Unit, subject to adjustment in accordance with
Section 11 hereof;


(j)                                   “Expiry
Day” means that date which is 24 months following the Closing Date;


(k)                                “Expiry
Time” means 5:00 p.m., Toronto time, on the Expiry Day;


(l)                                   “Finder’s
Warrant” means an option exercisable to purchase one Unit at the Exercise Price
until the Expiry Time;


(m)                             “Holder”
means the holder set forth on the first page hereof;


(n)                               “person”
means an individual, corporation, partnership, unincorporated syndicate,
unincorporated organization, trust, trustee, executor, administrator, or other
legal representative, or any group or combination thereof or any other entity
whatsoever;


(o)                               “Trading
Day” with respect to a stock exchange, market or over-the-counter market means
a day on which such stock exchange or over-the-counter market is open for
business;


(p)                               “Unit”
means the unit comprised of the Shares and the Warrants issuable upon the
exercise of the Finder’s Warrants; and


(q)                               “Warrant”
means a Common Share purchase warrant containing the terms and conditions set
forth in the certificate in the form attached hereto as Schedule “A” to be
dated as at the date hereof and comprising part of the Units.


2.                                       Expiry Time:  At the Expiry Time, all rights under the
Finder’s Warrants evidenced hereby, in respect of which the right of
subscription and purchase herein provided for shall not theretofore have been
exercised, shall expire and be of no further force and effect.



 3
 









3.                                       Exercise Procedure:


(a)                                The
Holder may exercise the right to subscribe and purchase the number of Units
herein provided for by delivering to the Company prior to the Expiry Time at
its principal office this Finder’s Warrant Certificate, with the subscription
form attached hereto duly completed and executed by the Holder or its legal
representative or attorney, duly appointed by an instrument in writing in form
and manner satisfactory to the Company, together with a certified cheque or
bank draft payable to or to the order of the Company in an amount equal to the
aggregate Exercise Price in respect of the Finder’s Warrants so exercised.  Any Finder’s Warrant Certificate so
surrendered shall be deemed to be surrendered only upon delivery thereof to the
Company at its principal office set forth herein (or to such other address as
the Company may notify the Holder).


(b)                               Upon
such delivery as aforesaid, the Company shall cause to be issued to the Holder
hereof the Units subscribed for not exceeding those which such Holder is
entitled to purchase pursuant to this Finder’s Warrant Certificate and the
Holder hereof shall become a shareholder of the Company in respect of the
Shares comprising part of the Units subscribed for with effect from the date of
such delivery and shall be entitled to delivery of certificate(s) evidencing
the Shares and Warrants comprising the Units and the Company shall cause such
certificates to be mailed to the Holder hereof at the address or addresses
specified in such subscription as soon as practicable, and in any event within
five Business Days of such delivery.


(c)                                The
certificate(s) representing the Shares and Warrants issued upon such exercise
of the Finder’s Warrants shall bear the following legends, or such other
legend(s) as may be deemed appropriate at the time of such issuance:


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 17,
2007.


THE SECURITIES REPRESENTED HEREBY [IF A WARRANT INCLUDE: “AND
THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF”] HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
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 OPINION 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.



 4
 









[FOR WARRANT CERTIFICATES ONLY] 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.


provided that, if at any time, in the opinion of counsel to the
Company, such legends are no longer necessary or advisable under any such
securities laws, or the holder of any such legended certificate, provides the
Company with evidence satisfactory in form and substance to the Company (which
may include an opinion of counsel satisfactory to the Company) to the effect
that such legends are not required, such legended certificate may thereafter be
surrendered to the Company in exchange for a certificate which does not bear
such legend; and, provided, further, that the Company shall issue certificates
evidencing Shares free of restrictive legends, as applicable, if there is an
effective registration statement (“Registration Statement”) under the U.S.
Securities Act registering such Shares for resale and the holder represents 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.


(d)                               This
Finder’s Warrant may not be exercised in the United States or by or on behalf
of a U.S. Person unless an exemption is available from the registration
requirements of the U.S. Securities Act and applicable state securities laws
and the holder of this Finder’s Warrant has furnished an opinion of counsel of
recognized standing in form and substance satisfactory to the Company to such
effect, or the Company has otherwise satisfied itself as to the availability of
an exemption from such registration requirements.


4.                                      Partial Exercise:  The Holder may subscribe for and purchase a
number of Units less than the number the Holder is entitled to purchase
pursuant to this Finder’s Warrant Certificate. In the event of any such
subscription prior to the Expiry Time, the Holder shall in addition be entitled
to receive, without charge, a new Finder’s Warrant Certificate in respect of
the balance of the Units which the Holder was entitled to subscribe for
pursuant to this Finder’s Warrant Certificate and which were then not
purchased.


5.                                      No Fractional Shares:  Notwithstanding any adjustments provided for
in Section 11 hereof or otherwise, the Company shall not be required upon the
exercise of any Finder’s Warrants to issue fractional Shares or Warrants
comprising the Units in satisfaction of its obligations hereunder and, in any
such case, the number of Shares and Warrants issuable upon the exercise of any
Finder’s Warrants shall be rounded down to the nearest whole number.


6.                                      Exchange of Finder’s Warrant Certificates:  This Finder’s Warrant Certificate may be exchanged
for Finder’s Warrant Certificates representing in the aggregate the same number
of Finder’s Warrants and entitling the Holder thereof to subscribe for and
purchase an equal aggregate number of Units at the same Exercise Price and on
the same terms as this Finder’s Warrant Certificate (with or without legends as
may be appropriate).


7.                                      Transfer of Finder’s Warrants:  Subject to applicable law, the Holder may not
transfer the within Finder’s Warrants except to a subsidiary or to an entity of
which the Holder is a subsidiary. Subject to the foregoing, the Company shall
issue and mail as soon as practicable, and 



 5
 









in any event
within five Business Days of such delivery, a new Finder’s Warrant Certificate
(with or without legends as may be appropriate) registered in the name of the
transferee or as the transferee may direct and shall take all other necessary
actions to effect the transfer as directed.


8.                                      Not a Shareholder:  Nothing in this Finder’s Warrant Certificate
or in the holding of a Finder’s Warrant evidenced hereby shall be construed as
conferring upon the Holder any right or interest whatsoever as a shareholder of
the Company.


9.                                      No Obligation to Purchase:  Nothing herein contained or done pursuant
hereto shall obligate the Holder to subscribe for or the Company to issue any
shares or warrants except those shares and warrants in respect of which the
Holder shall have exercised its right to purchase hereunder in the manner
provided herein.


10.                                Covenants:


(a)                                The
Company covenants and agrees that so long as any Finder’s Warrants evidenced
hereby remain outstanding, it shall reserve and there shall remain unissued out
of its authorized capital a sufficient number of Shares to satisfy the right of
purchase herein provided for, it will cause the Shares comprising part of the
Unit subscribed for and purchased in the manner herein provided to be issued
and delivered as directed and such Shares shall be issued as fully paid and
non-assessable Common Shares and the holders thereof shall not be liable to the
Company or to its creditors in respect thereof.


(b)                               The
Company covenants and agrees that sufficient Warrants shall be created,
allotted and reserved for issuance to satisfy the right of purchase herein
provided for, and that the Warrant Shares to be issued in accordance with and
pursuant to the terms of the Warrant Certificate shall be allotted and reserved
for issuance, and the Company will cause the Warrants comprising part of the
Units subscribed for and purchased herein provided to be issued and delivered
as directed and the holders thereof shall not be liable to the Company or its
creditors in respect thereof.


(c)                                The
Company shall use all reasonable best efforts to preserve and maintain its
corporate existence and to ensure that the Company shall make all requisite
filings under applicable securities legislation necessary to remain a reporting
issuer not in default.


(d)                               The
Company will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, all other acts, deeds and assurances in
law as may be reasonably required for the better accomplishing and effecting of
the intentions and provisions of this Finder’s Warrant Certificate.


11.                                Adjustments:


(a)                                The
rights of the holder of this Finder’s Warrant, including the number of Units
issuable upon the exercise of such Finder’s Warrant, will be adjusted from time
to time in the events and in the manner provided in, and in accordance with the
provisions of, this Section.


(b)                               The
Exercise Price in effect at any date will be subject to adjustment from time to
time as follows:



 6
 









(i)                                   Share
Reorganization:  If and whenever at
any time during the Adjustment Period, the Company shall (A) subdivide,
redivide or change the outstanding Common Shares into a greater number of
Common Shares, (B) consolidate, combine or reduce the outstanding Common Shares
into a lesser number of Common Shares, or (C) fix a record date for the issue
of Common Shares or securities convertible into or exchangeable for Common
Shares to all or substantially all of the holders of Common Shares by way of a
stock dividend or other distribution other than a Dividend Paid in the Ordinary
Course, then, in each such event, the Exercise Price shall, on the record date
for such event or, if no record date is fixed, the effective date of such
event, be adjusted so that it will equal the rate determined by multiplying the
Exercise Price in effect immediately prior to such date by a fraction, of which
the numerator shall be the total number of Common Shares outstanding on such date
before giving effect to such event, and of which the denominator shall be the
total number of Common Shares outstanding on such date after giving effect to
such event. Such adjustment shall be made successively whenever any such event
shall occur. Any such issue of Common Shares by way of a stock dividend shall
be deemed to have been made on the record date for such stock dividend for the
purpose of calculating the number of outstanding Common Shares under paragraphs
11(b)(i) and (ii) hereof.


(ii)                                Rights
Offering:  If and whenever at any
time during the Adjustment Period, the Company shall fix a record date for the
issue of rights, options or warrants to all or substantially all of the holders
of Common Shares entitling the holders thereof, within a period expiring not
more than 45 days after the record date for such issue, to subscribe for or
purchase Common Shares (or securities convertible into or exchangeable for
Common Shares) at a price per share (or having a conversion or exchange price
per share) less than 95% of the Current Market Price on such record date, then
the Exercise Price shall be adjusted immediately after such record date so that
it will equal the rate determined by multiplying the Exercise Price in effect
on such record date by a fraction, of which the numerator shall be the total
number of Common Shares outstanding on such record date plus the number of
Common Shares equal to the number arrived at by dividing the aggregate price of
the total number of additional Common Shares so offered for subscription or
purchase (or the aggregate conversion or exchange price of the convertible or
exchangeable securities so offered) by such Current Market Price, and of which
the denominator shall be the total number of Common Shares outstanding on such
record date plus the total number of additional Common Shares so offered for
subscription or purchase (or into or for which the convertible or exchangeable
securities so offered are convertible or exchangeable). Any Common Shares owned
by or held for the account of the Company or any subsidiary of the Company
shall be deemed not to be outstanding for the purpose of any such
computation.  Such adjustment shall be
made successively whenever such a record date is fixed, provided that if two or
more such record dates referred to in this paragraph 11(b)(ii) are fixed
within a period of 25 Trading Days, such adjustment will be made successively
as if each of such record dates occurred on the earliest of such record dates.
To the extent that any such rights, options or warrants are not exercised prior
to the expiration thereof, the Exercise Price shall then be readjusted to the
Exercise Price which would then be in effect based upon the number of Common
Shares (or securities convertible into or exchangeable for Common Shares)
actually issued upon the exercise of such rights, options or warrants, as the
case may be.



 7
 









(iii)                             Distribution:  If and whenever at any time during the
Adjustment Period, the Company shall fix a record date for the making of a
distribution to all or substantially all of the holders of Common Shares of (A)
shares of any class other than Common Shares whether of the Company or any
other corporation, (B) rights, options or warrants to acquire Common Shares or
securities exchangeable for or convertible into Common Shares or property or
other assets of the Company (other than rights, options or warrants exercisable
by the holders thereof within a period expiring not more than 45 days after the
record date for such issue or distribution to acquire Common Shares or
securities exchangeable for or convertible into Common Shares at a price per
share, or at an exchange or conversion price per share in the case of
securities exchangeable for or convertible into Common Shares, of at least 95%
of the Current Market Price of the Common Shares on such record date), (C)
evidences of indebtedness, or (D) cash, securities or other property or assets
then, in each such case and if such distribution does not constitute a Dividend
Paid in the Ordinary Course, or fall under clauses (i) or (ii) above, the
Exercise Price will be adjusted immediately after such record date so that it
will equal the rate determined by multiplying the Exercise Price in effect on
such record date by a fraction, of which the numerator shall be the total
number of Common Shares outstanding on such record date multiplied by the
Current Market Price on the earlier of such record date and the date on which
the Company announces its intention to make such distribution, less the
aggregate fair market value (as determined by the directors, acting reasonably,
at the time such distribution is authorized) of such shares or rights, options
or warrants or evidences of indebtedness or cash, securities or other property
or assets so distributed, and of which the denominator shall be the total
number of Common Shares outstanding on such record date multiplied by such
Current Market Price.  Any Common Shares
owned by or held for the account of the Company or any subsidiary of the
Company shall be deemed not to be outstanding for the purpose of any such
computation.  Such adjustment shall be
made successively whenever such a record date is fixed, provided that if two or
more such record dates or record dates referred to in this paragraph 11(b)(iii)
are fixed within a period of 25 Trading Days, such adjustment will be made
successively as if each of such record dates occurred on the earliest of such
record dates.  To the extent that any
such rights, options or warrants so distributed are not exercised prior to the
expiration thereof, the Exercise Price shall then be readjusted to the Exercise
Price which would then be in effect based upon such rights, options or warrants
or evidences of indebtedness or cash, securities or other property or assets
actually distributed or based upon the number or amount of securities or the
property or assets actually issued or distributed upon the exercise of such
rights, options or warrants, as the case may be.


(c)                                 Reclassifications:  If and whenever at any time during the
Adjustment Period, there is (A) any reclassification of or amendment to the
outstanding Common Shares, any change of the Common Shares into other shares or
any other reorganization of the Company (other than as described in subsection
11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or
other form of business combination of the Company with or into any other
corporation resulting in any reclassification of the outstanding Common Shares,
any change of the Common Shares into other shares or any other reorganization
of the Company, or (C) any sale, lease, exchange or transfer of the undertaking
or assets of the Company as an entirety or substantially as an entirety to
another corporation or entity, 



 8
 









then, in each
such event, the Holder of this Finder’s Warrant which is thereafter exercised
shall be entitled to receive, and shall accept, in lieu of the number of Common
Shares to which such Holder was theretofore entitled upon such exercise, the
kind and number or amount of shares or other securities or property which such
Holder would have been entitled to receive as a result of such event if, on the
effective date thereof, such Holder had been the registered holder of the
number of Common Shares to which such Holder was theretofore entitled upon such
exercise. If necessary as a result of any such event, appropriate adjustments
will be made in the application of the provisions set forth in this subsection
with respect to the rights and interests thereafter of the Holder of this
Finder’s Warrant certificate to the end that the provisions set forth in this
subsection will thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares or other securities or property
thereafter deliverable upon the exercise of this Finder’s Warrant.  Any such adjustments will be made by and set
forth in an instrument supplemental hereto approved by the directors, acting
reasonably, and shall for all purposes be conclusively deemed to be an
appropriate adjustment.


(d)                                If
at any time during the Adjustment Period any adjustment or readjustment in the
Exercise Price shall occur pursuant to the provisions of subsection 11(b)
or 11(c) of this Finder’s Warrant Certificate, then the number of Units
purchasable upon the subsequent exercise of the Finder’s Warrants shall be
simultaneously adjusted or readjusted, as the case may be, by multiplying the
number of Units purchasable upon the exercise of the Finder’s Warrants
immediately prior to such adjustment or readjustment by a fraction which shall
be the reciprocal of the fraction used in the adjustment or readjustment of the
Exercise Price.


12.                                 Rules Regarding Calculation of Adjustment of Exercise
Price:


(a)                                The
adjustments provided for in Section 11 are cumulative and will, in the case of
adjustments to the Exercise Price, be computed to the nearest whole Unit and
will be made successively whenever an event referred to therein occurs, subject
to the following subsections of this Section 12.


(b)                                No
adjustment in the Exercise Price is required to be made unless such adjustment
would result in a change of at least 1% in the prevailing Exercise Price and no
adjustment in the Exercise Price is required unless such adjustment would
result in a change of at least one one-hundredth of a Finder’s Warrant; provided,
however, that any adjustments which, except for the provisions of this
subsection, would otherwise have been required to be made, will be carried
forward and taken into account in any subsequent adjustments.


(c)                                 No
adjustment in the Exercise Price will be made in respect of any event described
in Section 11, other than the events referred to in clauses 11(1)(c), if the
Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Finder’s
Warrant prior to or on the effective date or record date of such event.


(d)                                No
adjustment in the Exercise Price will be made under Section 11 in respect of
the issue from time to time of Common Shares issuable from time to time as
Dividends Paid in the Ordinary Course to holders of Common Shares who exercise
an option or election to receive substantially equivalent dividends in Common
Shares in lieu of receiving a cash dividend.



 9
 









(e)                                 If
at any time a question or dispute arises with respect to adjustments provided
for in Section 11, such question or dispute will be conclusively determined by
the auditor of the Company or, if they are unable or unwilling to act, by such
other firm of independent chartered accountants as may be selected by action of
the directors of the Company and any such determination, subject to regulatory
approval and absent manifest error, will be binding upon the Company and the
Holder. The Company will provide such auditor or chartered accountant with
access to all necessary records of the Company.


(f)                                   In
case the Company after the date of issuance of this Finder’s Warrant takes any
action affecting the Common Shares, other than action described in Section 11,
which in the opinion of the board of directors of the Company would materially
affect the rights of the Holder, the Exercise Price will be adjusted in such
manner, if any, and at such time, by action of the directors of the Company in
their sole discretion, acting reasonably and in good faith, but subject in all
cases to any necessary regulatory approval. Failure of the taking of action by
the directors of the Company so as to provide for an adjustment on or prior to
the effective date of any action by the Company affecting the Common Shares
will be conclusive evidence that the board of directors of the Company has
determined that it is equitable to make no adjustment in the circumstances.


(g)                                If
the Company sets a record date to determine the holders of the Common Shares
for the purpose of entitling them to receive any dividend or distribution or
sets a record date to take any other action and, thereafter and before the
distribution to such shareholders of any such dividend or distribution or the
taking of any other action, decides not to implement its plan to pay or deliver
such dividend or distribution or take such other action, then no adjustment in
the Exercise Price will be required by reason of the setting of such record
date.


(h)                                In
the absence of a resolution of the directors of the Company fixing a record
date for any event which would require any adjustment to this Finder’s Warrant,
the Company will be deemed to have fixed as the record date therefor the date
on which the event is effected.


(i)                                    As
a condition precedent to the taking of any action which would require any
adjustment to this Finder’s Warrant, including the Exercise Price, the Company
shall take any corporate action which may be necessary in order that the
Company or any successor to the Company or successor to the undertaking or
assets of the Company have unissued and reserved in its authorized capital and
may validly and legally issue as fully paid and non-assessable all the shares
or other securities which the Holder is entitled to receive on the full
exercise thereof in accordance with the provisions hereof.


(j)                                    The
Company will from time to time, immediately after the occurrence of any event
which requires an adjustment or readjustment as provided in Section 11,
forthwith give notice to the Holder specifying the event requiring such
adjustment or readjustment and the results thereof, including the resulting
Exercise Price.


(k)                                 The
Company covenants to and in favour of the Holder that so long as this Finder’s
Warrant remains outstanding, it will give notice to the Holder of the effective
date or of its intention to fix a record date for any event referred to in
Section 11 whether or not such action would give rise to an adjustment in the
Exercise Price or the number and type of securities issuable upon the exercise
of the Finder’s Warrants, and, in each case, such notice shall specify the
particulars of such event and the record date and the effective date for such
event; provided that the Company shall only be required to specify in such 



 10
 









notice such
particulars of such event as have been fixed and determined on the date on
which such notice is given. Such notice shall be given not less than 14 days in
each case prior to such applicable record date or effective date.


(l)                                   In
any case in which this Section shall require that an adjustment shall become
effective immediately after a record date for or an effective date of an event
referred to herein, the Company may defer, until the occurrence and
consummation of such event, issuing to the Holder of this Finder’s Warrant, if
exercised after such record date or effective date and before the occurrence
and consummation of such event, the additional Shares, Warrants or other
securities or property issuable upon such exercise by reason of the adjustment
required by such event, provided, however, that the Company will deliver to the
Holder an appropriate instrument evidencing the Holder’s right to receive such
additional Shares, Warrants or other securities or property upon the occurrence
and consummation of such event and the right to receive any dividend or other
distribution in respect of such additional Shares, Warrants or other securities
or property declared in favour of the holders of record of Common Shares or of
such other securities or property on or after the Exercise Date or such later
date as the Holder would, but for the provisions of this subsection, have
become the holder of record of such additional Shares, Warrants or of such
other securities or property.


(m)                             Any
and all adjustments in connection with the exercise price of the Warrants or
the number or type of security issuable upon the exercise of the Warrants shall
be made in accordance with the terms of the Warrant Certificate attached hereto
as Schedule “A”, whether or not those Warrants have been issued, provided that
such adjustments do not put the holder in a better position than the holder
would have been in had the holder been a holder of the Warrant at the time of
such adjustment.


13.                                Consolidation and Amalgamation:


(a)                                The
Company shall not enter into any transaction whereby all or substantially all
or its undertaking, property and assets would become the property of any other
corporation (herein called a “successor corporation”) whether by way of
reorganization, reconstruction, consolidation, amalgamation, merger, transfer,
sale, disposition or otherwise, unless prior to or contemporaneously with the
consummation of such transaction the Company and the successor corporation
shall have executed such instruments and done such things as the Company,
acting reasonably, considers necessary or advisable to establish that upon the
consummation of such transaction:


(i)                                   the
successor corporation will have assumed all the covenants and obligations of
the Company under this Finder’s Warrant Certificate, and


(ii)                                the
Finder’s Warrant and the terms set forth in this Finder’s Warrant Certificate
will be a valid and binding obligation of the successor corporation entitling
the Holder, as against the successor corporation, to all the rights of the
Holder under this Finder’s Warrant Certificate.


(b)                               Whenever
the conditions of subsection 13(a) shall have been duly observed and performed
the successor corporation shall possess, and from time to time may exercise,
each and every right and power of the Company under this Finder’s Warrant in
the name of the Company or otherwise and any act or proceeding by any provision
hereof required to be done or performed by any director or officer of the
Company may be done and



 11
 









performed with
like force and effect by the like directors or officers of the successor
corporation.


14.                               Representation and Warranty:  The Company hereby represents and warrants
with and to the Holder that the Company is duly authorized and has the
corporate and lawful power and authority to create and issue this Finder’s
Warrant and the Units issuable upon the exercise hereof and perform its
obligations hereunder and that this Finder’s Warrant represents a valid, legal
and binding obligation of the Company enforceable in accordance with its terms.


15.                               If Share Transfer Books Closed:  The Company shall not be required to
deliver certificates for Shares or Warrants while the share transfer books of
the Company are properly closed, prior to any meeting of shareholders or for
the payment of dividends or for any other purpose and in the event of the
surrender of any Finder’s Warrant in accordance with the provisions hereof and
the making of any subscription and payment for the Units called for thereby
during any such period delivery of certificates for Shares and Warrants may be
postponed for a period not exceeding five Business Days after the date of the
re-opening of said share transfer books provided that any such postponement of
delivery of certificates shall be without prejudice to the right of the Holder,
if the Holder has surrendered the same and made payment during such period, to
receive such certificates for the Shares and Warrants called for after the
share transfer books shall have been re-opened.


16.                               Lost Certificate:  If the Finder’s Warrant Certificate
evidencing the Finder’s Warrants issued hereby becomes stolen, lost, mutilated
or destroyed the Company may, on such terms as it may in its discretion, acting
reasonably, impose, issue and countersign a new Finder’s Warrant Certificate of
like denomination, tenor and date as the Finder’s Warrant Certificate so stolen,
lost mutilated or destroyed.


17.                               Governing Law:  This Finder’s Warrant shall be governed by,
and construed in accordance with, the laws of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.


18.                               Severability:  If any one or more of the provisions or parts
thereof contained in this Finder’s Warrant Certificate should be or become
invalid, illegal or unenforceable in any respect in any jurisdiction, the
remaining provisions or parts thereof contained herein shall be and shall be
conclusively deemed to be, as to such jurisdiction, severable therefrom.


19.                               Headings:  The headings of the articles, sections,
subsections and clauses of this Finder’s Warrant Certificate have been inserted
for convenience and reference only and do not define, limit, alter or enlarge
the meaning of any provision of this Finder’s Warrant Certificate.


20.                               Numbering of Articles, etc.:  Unless otherwise stated, a reference herein
to a numbered or lettered article, section, subsection, clause, subclause or
schedule refers to the article, section, subsection, clause, subclause or
schedule bearing that number or letter in this Finder’s Warrant Certificate.


21.                               Gender: 
Whenever used in this Finder’s Warrant Certificate, words importing the
singular number only shall include the plural, and vice versa, and words
importing the masculine gender shall include the feminine gender.



 12
 









22.                               Day not a Business Day:  In the event that any day on or before which
any action is required to be taken hereunder is not a Business Day, then such
action shall be required to be taken on or before the requisite time on the
next succeeding day that is a Business Day.


23.                               Binding Effect:  This Finder’s Warrant Certificate and all of
its provisions shall enure to the benefit of the Holder, its successors,
assigns and legal personal representatives and shall be binding upon the
Company and its successors.


24.                               Notice: 
Unless herein otherwise expressly provided, a notice to be given
hereunder will be deemed to be validly given if the notice is sent by
telecopier or prepaid same day courier addressed as follows:


(a)                                  If
to the Holder at the latest address of the Holder as recorded on the books of
the Company; and


(b)                                 If
to the Company at:


Allied Nevada Gold Corp.


9604 Prototype Court


Reno, Nevada


89521 USA


Attention:  Scott Caldwell

Fax:  (775) 358 - 4458


24.1                         Facsimile.  This Finder’s Warrant Certificate may be
executed by facsimile, each of which so executed shall constitute an original
Finder’s Warrant Certificate.



 13
 









25.                               Time of Essence:  Time shall be of the essence hereof.


IN
WITNESS WHEREOF the Company has caused this Finder’s Warrant
Certificate to be signed by its duly authorized officer as of this       
day of July,  2007


	
  

  	
  ALLIED NEVADA GOLD CORP.

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Hal D. Kirby 

  
	
   

  	
   

  	
   Vice President and Chief Financial

  
	
   

  	
   

  	
   Officer

  



 



 14
 









SUBSCRIPTION
FORM


	
  TO:

  	
   

  	
  Allied Nevada
  Gold Corp.

  
	
   

  	
   

  	
  9604 Prototype Court

  
	
   

  	
   

  	
  Reno, Nevada

  
	
   

  	
   

  	
  89521 USA

  



 


The undersigned holder of the within Finder’s Warrant hereby
irrevocably subscribes for            
Units of Allied
Nevada Gold Corp (the “Company”) pursuant to the within Unit and tenders
herewith a certified cheque or bank draft for $                       
(CDN$4.60 per Unit) in full payment therefor. 
Capitalized terms not defined herein shall have the definitions set
forth in the within Finder’s 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, warrants and
certifies as follows (one (only) of the following must be checked):


o                                  A                                     The undersigned holder (i) at the time of
exercise of the Finder’s Warrant is not in the United States; (ii) is not a “U.S.
person” as defined in Regulation S under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), and is not exercising the Finder’s
Warrant on behalf of a “U.S. person”; (iii) did not execute or deliver this
exercise form in the United States; (iv) agrees not to engage in hedging
transactions with regard to the Shares prior to the expiration of the one-year
distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (v)
acknowledges that the Shares, Warrants and 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 U.S.
Securities Act or applicable U.S. state laws and regulations, the certificates
representing such securities will bear restrictive legends as set forth in
Section 3(c) of the within Finder’s Warrant Certificate; and (vi) acknowledges
that the Company shall refuse to register any transfer of the Shares, Warrants
or 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 (vii)
neither the Company nor the holder has engaged in any “directed selling efforts”
(as defined in Regulation S) in the United States.


o                                  B                                       The undersigned holder  (i) is an “accredited investor”, as that term
is defined in Regulation D under the U.S. Securities Act (an “Accredited
Investor”), exercising the Finder’s Warrants for its own account or for 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 Finder’s Warrant Certificate.


o                                  C.                                    The undersigned holder has delivered to
the Company an opinion of counsel (which will not be sufficient unless it is
from counsel of recognized standing and in form and 



 15
 









substance satisfactory to the Company) to
the effect that an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws is available.


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


o                                  The undersigned
hereby represents that it 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.
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 is checked, the undersigned holder understands that the
certificate representing the Company’s Shares issued upon exercise of this
Finder’s 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 3(c) of the Finder’s Warrant
Certificate.


DATED
this                      
day of                                        ,
200  .


	
  

  	
  NAME:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Registration 

  instructions:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


              Please
check if the certificates representing the Shares and Warrants are to be
delivered at the office where this Finder’s Warrant Certificate is surrendered,
failing which the Share Certificates and the Warrant Certificates will be
mailed to the address in the registration instructions set out above.


If any Finder’s Warrants represented by this Finder’s
Warrant Certificate are not being exercised, a new Finder’s Warrant Certificate
representing the unexercised Finder’s Warrants will be issued and delivered
with the Share Certificate and Warrant Certificate.



 16
 









Notes:


Certificates will not be registered or delivered to an address in the
United States unless Box B or C above is checked.


If Box C is to be checked, holders are
encouraged to consult with the Company in advance to determine that the legal
opinion tendered in connection with exercise will be satisfactory in form and
substance to the Company.



 17
 









SCHEDULE
“A” – Form of Warrant


(Schedule A begins
on the following page)



 18