exv4w8



 






Exhibit 4.8




     THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER SECTION 4(2) AND OR 4(6)
OF THE SECURITIES ACT OF 1933.



     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON
OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED TO
THE INVESTORS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS OFFERING IN MAKING AN
INVESTMENT DECISION.



COMMON STOCK PURCHASE WARRANT




White
Mountain Titanium Corporation

(A NEVADA CORPORATION)




     This certifies that for value received, SUNRISE SECURITIES CORP., or registered assigns (the
“Registered Owner”), is the owner of Three Hundred Thousand (300,000) common stock purchase
warrants (the “Warrants”), each of which Warrants entitles the Registered Owner to purchase at any
time during the period expiring at 11:59 p.m., New York time, on July 11, 2009 (the “Exercise
Period”) one fully paid and non-assessable share of common stock, par value $0.001 per share (the
“Common Stock”), of White Mountain Titanium Corporation, a Nevada corporation (the “Company”), upon
payment of One Dollar Twenty-five Cents ($1.25) per share (the “Exercise Price”); provided,
however, that the number of shares of the Common Stock purchasable upon exercise of each Warrant
may be increased or reduced and the Exercise Price adjusted in the event of certain contingencies
described below.



     By acceptance of this Warrant Certificate, the Registered Owner agrees to the following terms
and conditions:


1. Method of Exercise.




     a. Subject to the provisions of Section 12, below, this Warrant may be exercised by delivery
of this Warrant Certificate and the duly completed and executed form of election to purchase
attached hereto setting forth the number of Warrants to be exercised, together with:




A certified check or bank check payable to the order of, or bank wire transfer to, the
Company in the amount of the full Exercise Price of the Common Stock being purchased.



     b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together
with payment in full of the aggregate Exercise Price of the shares of Common Stock to



 









 




be purchased, the Company shall make delivery of certificates evidencing the total number of
shares of Common Stock issuable upon such exercise, in such names and denominations as are required
for delivery to, or in accordance with the instructions of, the Registered Owner. Such Common
Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock
are issued of record shall be deemed to have become a holder of record of such shares of Common
Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise
Price, whichever shall last occur; provided, that if the books of the Company with respect to the
transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person
to whom such shares of Common Stock are issued of record shall be deemed to have become a record
holder of such shares, as of the date on which such transfer books of the company shall next be
open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If
this Warrant Certificate shall be surrendered for exercise within any period during which the
transfer books for the Company’s common stock or other securities purchasable upon the exercise of
Warrants are closed for any reason, the Company shall not be required to make delivery of
certificates for the securities purchasable upon such exercise until the date of the reopening of
said transfer books.




     c. Subject to subsection 1(b), if less than all the Warrants evidenced by this Warrant
Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the
Warrants not so exercised shall be issued and delivered to, or in accordance with transfer
instructions properly given by, the Registered Owner, until the expiration of the applicable
Warrant Exercise Period.



     d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled.


2. Expiration of Warrant. Upon the expiration of the Warrant Exercise Period, each Warrant
will, respectively, expire and become void and of no value.



3. Taxes. The Registered Owner shall pay all documentary, stamp or similar taxes and other
government charges that may be imposed with respect to the issuance or transfer of the Warrants, or
the issuance, transfer or delivery of any shares of Common Stock upon the exercise of the Warrants.



4. Mutilated or Missing Warrant Certificates. If this Warrant Certificate is mutilated,
lost, stolen, or destroyed, the Company may, on such terms as to indemnity or otherwise as it may
in its discretion impose (which shall, in the case of a mutilated Warrant Certificate, include the
surrender thereof), and upon receipt of evidence satisfactory to the Company of such mutilation,
loss, theft, or destruction, issue a substitute Warrant Certificate. Applicants for substitute
Warrant Certificates shall comply with any reasonable regulations (and pay any reasonable charges)
prescribed by the Company.



5. Reservation of Shares. For the purpose of enabling the Company to satisfy its
obligation to issue Common Stock upon the exercise the Warrants represented by this Warrant
Certificate, the Company shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Common Stock, the full number of shares
which may be issued upon the exercise of these Warrants; such shares of Common Stock shall upon
issuance be





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fully paid, nonassessable, and free from all taxes, liens, charges, and security interests with
respect to the issuance thereof.



6. Adjustments. If, prior to the exercise of these Warrants, the Company shall have
effected one or more stock split-ups, stock dividends or other increases or reductions of the
number of shares of its Common Stock outstanding without receiving reasonable compensation therefor
in money, services, or property, the number of shares of Common Stock subject to the Warrants
shall, (i) if a net increase shall have been effected in the number of outstanding shares of Common
Stock, be proportionately increased, and the cash consideration payable per share shall be
proportionately reduced, and, (ii) if a net reduction shall have been effected in the number of
outstanding shares of Common Stock, be proportionately reduced and the cash consideration payable
per share be proportionately increased.



7. Notice to Registered Owners.




     a Upon any adjustment as described in Section 6 hereof, the Company shall, within twenty (20)
days thereafter, cause written notice setting forth the details of such adjustment, the method of
calculation, and the facts upon which such calculation is based, to be given to the Registered
Owner as of the record date applicable thereto.



     b. If the Company proposes to enter into any reorganization, reclassification, sale of all or
substantially all of its assets, consolidation, merger, dissolution, liquidation, or winding up,
the Company shall give notice of such fact at least twenty (20) days prior to such action to the
Registered Owner, which notice shall set forth such facts and indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the Exercise Price and the
kind and amount of the shares or other securities and property deliverable upon exercise of the
Warrants. Failure of the Company to give notice shall not invalidate any corporate action taken by
the Company.


8. No Fractional Warrants or Shares. The Company shall not be required to issue fractions
of Warrants upon the reissue of Warrants, any adjustments as described in Section 6 hereof, or
otherwise; but the Company in lieu of issuing any such fractional interest, shall round up or down
to the nearest full Warrant. If the total Warrants surrendered for exercise would result in the
issuance of a fractional share of Common Stock, the Company shall not be required to issue a
fractional share but rather the aggregate number of shares issuable shall be rounded up or down to
the nearest full share.



9. Rights of Registered Owner. The Registered Owner, as such, shall not have any rights of
a shareholder of the company, either at law or equity, and the rights of the Registered Owner, as
such, are limited to those rights expressly provided in this Warrant Certificate. The Company may
treat the Registered Owner in respect of any Warrant Certificate as the absolute owner thereof for
all purposes notwithstanding any notice to the contrary.



10. Transfer and Assignment. This Warrant Certificate shall not be freely transferable and
assignable, in whole or in part, by the Registered Owner, except upon the prior written consent of
the Company. Any permitted transfer or assignment shall be effected by the Registered






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Owner (i) completing and executing the form of assignment at the end hereof and (ii) surrendering
this Warrant Certificate with such duly completed and executed assignment form for cancellation,
accompanied by funds sufficient to pay any transfer tax, at the principal executive office of the
Company; whereupon the Company shall issue, in the name or names specified by the Holder (including
the Holder) a new Warrant Certificate or Certificates of like tenor with appropriate legends
restricting transfer under the Securities Act of 1933, as amended (the “Act”), and representing in
the aggregate right to purchase the same number of Shares as are purchasable hereunder. Prior to
due presentment for transfer or assignment hereof, the Company may treat the Registered Owner as
the absolute owner hereof and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer of the Company) for
all purposes and shall not be affected by any notice to the contrary.



11. Exchange of Warrant Certificate. Subject to the provisions of Section 12, below, this
Warrant Certificate, when surrendered at the principal executive office of the Company by the
Registered Owner in person or by attorney duly authorized in writing, may be exchanged for any
other Warrant Certificate of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of shares.



12. Compliance with Securities Laws. This Warrant may not be exercised or sold,
transferred, assigned, or otherwise disposed of at any time by the Registered Owner unless the
transaction is registered under the Act or, in the opinion of the Company (which may in its
discretion require the Registered Owner to furnish it with an opinion of counsel in form and
substance satisfactory to it), such exercise, sale, transfer, assignment, or other disposition does
not require registration under the Act and a valid exemption is available under applicable federal
and state securities laws.




     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed this
26th day of October, 2005, to be effective July 11, 2005.



	 	 	 	 	 	 	 
	 	 	White Mountain Titanium Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Brian Flower	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Brian Flower, CFO	 	 






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EXERCISE FORM




     The undersigned Registered Owner hereby irrevocably elects to exercise ___Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock of the Company
issuable upon the exercise of such Warrants, and requests that certificates for such shares shall
be issued in the name of:



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	(Please print or type name and address)  	 	 
	 
	 	 	 	 
	and be delivered to:
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	(Please print or type name and address)  	 	 





Please insert social security or other identifying number:                                                             




     And, if such number of Warrants shall not be all of the Warrants evidenced by the Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of and delivered to, the Registered Owner at the address stated below.



IMPORTANT: The name of the person exercising this Warrant must correspond with the name of the
Registered Owner written on the face of this Warrant Certificate in every particular, without
alteration or any change whatever, unless it has been assigned by completing the Assignment form
below.



	 	 	 	 	 	 	 
	Dated:                                         , 200                    
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature of Registered Owner	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Please Print Address)	 	 






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ASSIGNMENT FORM



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:




	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	(Please print or type name and address)  	 	 





Please insert social security or other identifying number:                                         



___of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints any officer of the Company or its transfer agent and registrar as lawful
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated:                                         , 200                    
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature of Registered Owner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Medallion Guarantee	 	 





IMPORTANT: Every registered owner of this Certificate must sign it to assign or otherwise transfer
Warrants. The above signature or signatures must correspond with the name or names written on the
face of this Warrant Certificate in every particular, without alteration, enlargement or any change
whatever. Each signature should be “medallion” guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) with membership in an
approved signature guarantee Medallion Program pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934.





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