piedmont8k072007ex4-1.htm


    
      

      

    

    
      Exhibit
        4.1

       

      THE
        WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND
        THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  NEITHER THE WARRANTS
        NOR THE SECURITIES UNDERLYING THE WARRANTS MAY BE TRANSFERRED EXCEPT (A)
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
        STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF
        COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
        ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER,
        OR
        NOT SUBJECT TO, THE ACT AND SUCH STATE SECURITIES LAWS.

      


      WARRANT
        CERTIFICATE

      OF

      PIEDMONT
        MINING COMPANY, INC.

      


      
        	
                Date
                  of Issuance:  April___, 2007

              	
                Certificate
                  Number::_____

              


      

      


      THIS
        WARRANT CERTIFICATE (“Warrant Certificate”)
        certifies that, for value received, ________________________, or its permitted
        assigns registered on the books (collectively, the “Holder”) of Piedmont Mining
        Company, Inc., a North Carolina corporation (the “Company”), having its
        principal place of business at 18124 Wedge Parkway, #214, Reno,
        NV  89511, is entitled to purchase at any time on or prior to the
        Expiration Date (hereinafter defined), up to _________________ shares of
        Common
        Stock of the Company (“Common Stock”) at a purchase price as set forth below,
        subject to adjustment as hereinafter provided.

       

      1.         Warrant
        Purchase Price.  Each Warrant shall entitle the Holder to purchase
        one share of Common Stock and the purchase price payable upon exercise of
        one
        Warrant shall be $0.20 per share (“Purchase Price”).  The Purchase
        Price and number of shares of Common Stock (“Warrant Shares”) issuable upon
        exercise of each Warrant are subject to adjustment as provided in Section
        6.

       

      2.         Exercise
        of Warrant.  Pursuant to the terms and conditions set forth in
        this Warrant Certificate, the Warrants are exercisable at any time, on or
        before
        the Expiration Date, at the option of the Holder, upon surrender of this
        Warrant
        Certificate to the Company together with a duly completed Notice of Exercise,
        in
        the form attached hereto as Exhibit A, and payment of an amount equal to
        the Purchase Price multiplied by the number of Warrants to be
        exercised.  In the case of exercise of less than all the Warrants
        represented by this Warrant Certificate, the Company shall cancel this Warrant
        Certificate upon the surrender thereof and shall execute and deliver a new
        Warrant Certificate for the balance of such Warrants.

       

      3.         Expiration.  The
        term “Expiration Date” shall mean 5:00 p.m. (PST) on April ____, 2009 or if such
        date shall be a holiday or a day on which banks are authorized to close,
        then
        5:00 p.m. (PST) the next following date which is not a holiday or a day on
        which
        banks are not authorized to close.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.         Agreement
        of Holder.  The Holder acknowledges that the Warrants represented
        by this Warrant Certificate have not been registered under the Act and
        accordingly that they will not be transferred or sold except pursuant to
        an
        effective registration statement under the Act or an exemption therefrom,
        or in
        a transaction not subject thereto, and in compliance with all state securities
        laws.

      


      5.         Loss
        or
        Mutilation.  Upon receipt by the Company of reasonable evidence of
        the ownership of and the loss, theft, destruction or mutilation of this Warrant
        Certificate  and, in the case of loss, theft or destruction, of
        indemnity reasonably satisfactory to the Company, or, in the case of mutilation,
        upon surrender and cancellation of the mutilated Warrant Certificate, the
        Company shall execute and deliver in lieu thereof a new Warrant Certificate
        representing an equal number of Warrants.

      


      6.         Adjustment
        of Purchase Price and Number of Warrant Shares.  The number and
        kind of Warrant Shares purchasable upon the exercise of the Warrants and
        the
        Purchase Price shall be subject to adjustment from time to time upon the
        occurrence of certain events, as follows:

      


      (a)        Splits,
        Combinations, Reclassifications.  In the event the Company shall
        (i) pay a dividend in shares of Common Stock or make a distribution in shares
        of
        Common Stock to the Holders of the outstanding shares of Common Stock, (ii)
        subdivide its outstanding shares of Common Stock through stock split or
        otherwise, (iii) combine its outstanding shares of Common Stock into a smaller
        number of shares of Common Stock, or (iv) issue by reclassification of its
        Common Stock (including any such reclassification in connection with a
        consolidation or merger in which the Company is the continuing corporation)
        other securities of the Company, the number and/or nature of Warrant Shares
        purchasable upon exercise of each Warrant immediately prior thereto shall
        be
        adjusted so that the Holder shall be entitled to receive the kind and number
        of
        Warrant Shares or other securities of the Company which it would have owned
        or
        have been entitled to receive after the happening of any of the events described
        above, had such Warrant been exercised immediately prior to the effective
        date
        of such event or any record date with respect thereto.

       

      (b)        Reorganizations,
        Mergers, Consolidations or Sales of Assets.  In the event of any
        capital reorganization or any reclassification of the capital stock of the
        Company or in case of the consolidation or merger of the Company with another
        corporation (other than a consolidation or merger in which the outstanding
        shares of the Company’s Common Stock are not converted into or exchanged for
        other rights or interests), or in the case of any sale, transfer or other
        disposition to another corporation of all or substantially all the properties
        and assets of the Company, the Holder of each Warrant shall thereafter be
        entitled to purchase (and it shall be a condition to the consummation of
        any
        such reorganization, reclassification, consolidation, merger, sale, transfer
        or
        other disposition that appropriate provisions shall be made so that such
        Holder
        shall thereafter be entitled to purchase) the kind and amount of shares of
        stock
        and other securities and property (including cash) which the Holder would
        have
        been entitled to receive had such Warrants been exercised immediately prior
        to
        the effective date of such reorganization, reclassification, consolidation,
        merger, sale, transfer or other disposition.

       


      
        
          
          

        

        
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      (c)        Notice
        of
        Capital Changes.  If at any time the Company shall effect any of
        the events described in subsections (a) and (b) above, or there shall be
        a
        voluntary or involuntary dissolution, liquidation or winding up of the Company,
        then, in any one or more of said cases, the Company shall give the Holder
        written notice, by registered or certified mail, postage prepaid, of the
        date on
        which (i) a record shall be taken for such dividends, distributions and the
        like
        or (ii) such reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding up shall take place, as the case may
        be.  Such written notice shall be given at least five business (5)
        days prior to the relevant event.

       

      (d)        Adjustment
        of Purchase Price.  Upon each adjustment in the number of Warrant
        Shares purchasable hereunder, the Purchase Price shall be proportionately
        increased or decreased, as the case may be, in a manner that is the inverse
        of
        the manner in which the number of Warrant Shares purchasable hereunder shall
        be
        adjusted, as determined in good faith by the Board of Directors of the
        Company.

       

      (e)        Certificates
        of Adjustments.  Whenever the Purchase Price or the number of
        Warrant Shares purchasable hereunder shall be adjusted pursuant to this Section
        6, the Company shall prepare a certificate signed by the chief executive
        officer
        of the Company setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated, and the Purchase Price and the number of Warrant Shares
        purchasable hereunder after giving effect to such adjustment, and shall cause
        copies of such certificate to be mailed, by first class mail, postage prepaid,
        to the Holder.

      


      7.         No
        Voting Rights.  Except as otherwise provided herein, this Warrant
        Certificate shall not be deemed to confer upon the Holder any right to vote
        or
        to consent to or receive notice as a shareholder of the Company, in respect
        of
        any matters whatsoever, prior to the exercise hereof.

       

      8.         Warrants
        Transferable.  Subject to the provisions of Section 4, this
        Warrant Certificate and all rights hereunder are transferable, in whole or
        in
        part, at the principal offices of the Company by the Holder hereof, upon
        surrender of this Warrant Certificate properly endorsed; provided,
however, that without the prior written consent of the Company,
        this
        Warrant Certificate and all rights hereunder may be transferred only to (i)
        an
        affiliate of the initial Holder hereof or successor in interest to any such
        person, or (ii) pursuant to the registration of the Warrants or the Warrant
        Shares under the Act, subsequent to one year from the date hereof pursuant
        to an
        exemption under Rule 144 under the Act or pursuant to another exemption from
        such registration or in a transaction not subject to
        registration.  For the purposes of this section, “affiliate” means,
        with respect to any person, any entity controlling, controlled by or under
        common control with such designated person, and “control” means the possession,
        direct or indirect, of the power to direct or cause the direction of the
        management and policies of a person, whether through the ownership of voting
        securities, by contract or otherwise.

       

      9.         Fractional
        Shares.  Notwithstanding that the number of Warrant Shares
        purchasable upon the exercise of this Warrant may have been adjusted pursuant
        to
        the terms hereof, the Company shall nonetheless not be required to issue
        fractions of shares upon the exercise of the Warrants or to distribute
        certificates that evidence fractional shares nor shall the Company be required
        to make any cash payments in lieu thereof upon exercise of the
        Warrants.  Holder hereby waives any right to receive fractional
        shares.

       


      
        
          
          

        

        
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      10.       Successors
        and
        Assigns.  This Warrant Certificate shall be binding on and inure
        to the benefit of the heirs, executors, administrators, successors, and assigns
        of the respective parties.

      


      11.       Governing
        Law.  This Warrant Certificate shall be governed by and construed
        in accordance with the laws of the State of Nevada, without regard to the
        conflicts of law provisions of the State of Nevada or of any other state.

      


      IN
        WITNESS WHEREOF, this Warrant Certificate has
        been executed as of this ___ day of April, 2007.

      


      
        	 	
                PIEDMONT
                  MINING COMPANY, INC.

              
	 	
                a
                  North Carolina corporation

              
	 	 
	 	 
	 	
                By: __________________________________

              
	 	
                Robert
                  M. Shields, Jr. President and
                  CEO

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
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      EXHIBIT
        A

      


      NOTICE
        OF EXERCISE

      


      
        	
                To:

              	
                Piedmont Mining Company,
                  Inc.

              


      

      
        18124
          Wedge Parkway, #214

        Reno,
          NV
          89511

        Attn:
          Robert M. Shields Jr., CEO

         

      

      The
        undersigned hereby irrevocably elects to exercise, pursuant to
        Section 2 of the Warrant Certificate accompanying this Notice of Exercise,
        the
        Warrant to purchase __________________ shares of Common Stock of Piedmont
        Mining Company, Inc., a North Carolina corporation (the “Warrant Shares”), in
        accordance with the terms of the Warrant Certificate, including but not limited
        to, the investor representations and warranties made in connection with the
        Warrant, and herewith makes payment of the Purchase Price of such Warrant
        Shares
        in full.

      


      In
        connection to this Notice of Exercise the undersigned hereby
        represents and warrants to the Company as follows:

      


      (a)        The
        undersigned
        represents that the Warrant Shares to be received will be acquired for
        investment for its own account, not as a nominee or agent, and not with a
        view
        to the sale or distribution of any part thereof, and that it has no present
        intention of securing, granting any participation in or otherwise distributing
        the same.  The undersigned further represents that it does not have
        any contract, undertaking, agreement or arrangement with any person to sell,
        transfer or grant participation to such person or to any third person, with
        respect to any of the Warrant Shares.

       

      (b)        The
        undersigned
        is fully aware of: (1) the highly speculative nature of the investment in
        the
        Warrant Shares; (2) the financial hazards involved; (3) the lack of liquidity
        of
        the Warrant Shares and the restrictions on transferability of the Warrant
        Shares; and (4) the qualifications and backgrounds of the management of the
        Company.

       

      (c)        The
        undersigned
        understands and acknowledges that the offering of the Warrant Shares have
        not
        and will not be registered under the Securities Act of 1933, as amended (the
        “Securities Act”) on the ground that the sale and the issuance of securities
        hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that
        the
        Company’s reliance on such exemption is predicated on the undersigned’s
        representations set forth herein.

       

      (d)        At
        no time was
        the undersigned presented with or solicited by any publicly issued or circulated
        newspaper, mail, radio, television or other form of general advertising or
        solicitation in connection with the offer, sale and purchase of the Warrant
        Shares.

       

      (e)        The
        certificates for the Warrant Shares will bear one or more restrictive legends
        determined by counsel to the Company to be necessary or appropriate in order
        to
        comply with federal or state securities law or to secure or protect any
        applicable exemptions from registration or qualification.

       


      
        
          
          

        

        
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      (f)         The
        undersigned represents that it is experienced in evaluating development stage
        companies such as the Company, is able to fend for itself in transactions,
        has
        such knowledge and experience in financial and business matters that it is
        capable of evaluating the merits and risks of its prospective investment
        in the
        Company, and has the ability to bear the economic risks of the investment.

       

      (g)        The
        undersigned
        acknowledges and understands that the Warrant Shares, must be held indefinitely
        unless they are subsequently registered under the Securities Act or an exemption
        from such registration is available, and that the Company is under no obligation
        to register the Warrant Shares.

       

      (h)        The
        undersigned
        acknowledges that it has been advised or is aware of the provisions of Rule
        144
        promulgated under the Securities Act, which permits limited public resales
        of
        securities acquired in a non-public offering, subject to the satisfaction
        of
        certain conditions.  The undersigned understands that before the
        Warrant Shares, may be sold under Rule 144, the following conditions must
        be
        fulfilled, except as otherwise described below: (1) certain public
        information about the Company must be available, (2) the sale must occur
        at
        least one year after the later of the date the Warrant Shares were sold by
        the
        Company or the date they were sold by an affiliate of the Company, (3) the
        sale
        must be made in a broker’s transaction or in a transaction directly with a
        market maker, and (4) the number of Warrant Shares sold must not exceed certain
        volume limitations.  If, however, the sale occurs at least two years
        after the Warrant Shares were sold by the Company or an affiliate of the
        Company, and if the undersigned is not an affiliate of the Company, the
        foregoing conditions will not apply.  The undersigned understands that
        the current information referred to above is not now available and the Company
        has no present plans to make such information available.

       

      (i)         The
        undersigned acknowledges that in the event the applicable requirements of
        Rule
        144 are not met, registration under the Securities Act or compliance with
        another exemption from registration will be required for any disposition
        of its
        stock.  The undersigned understands that although Rule 144 is not
        exclusive, the Securities and Exchange  Commission has expressed its
        opinion that persons proposing to sell restricted securities received in
        a
        private offering other than in a registered offering or pursuant to Rule
        144
        will have a substantial burden of proof in establishing that an exemption
        from
        registration is available for such offers or sales and that such persons
        and the
        brokers who participate in the transactions do so at their own risk.

       

      (j)         The
        undersigned covenants that, in the absence of an effective registration
        statement covering the Warrant Shares, it will sell, transfer, or otherwise
        dispose of the Warrant Shares only in a manner consistent with its
        representations and covenants set forth herein.  In connection
        therewith the undersigned acknowledges that the Company shall make a notation
        on
        its stock books regarding the restrictions on transfer set forth herein and
        shall transfer shares on the books of the Company only to the extent not
        inconsistent therewith.

       

      [INTENTIONALLY
        LEFT BLANK]

       

       

      
 

       

      


       


      
        
          
          

        

        
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      (l)         The
        undersigned understands that no established public trading market now exists
        for
        any of the securities issued by the Company and that there can be no assurance
        that a public market will ever exist for the Warrant Shares.

      


      


      


      Date:
        ________________20__

      


      
        	 	
                __________________________

              
	 	
                Name
                  of Holder

              
	 	 
	 	
                __________________________

              
	 	
                Signature

              
	 	 
	 	
                __________________________

              
	 	
                Address

              
	 	
                __________________________

              
	 	 
	 	
                __________________________

              


      

       

       

       

       

       

       

       

       

       

       

       

      
 

       

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