White Mountain Titanium Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






EXHIBIT 10.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT,
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT
AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER
TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE.

WHITE MOUNTAIN TITANIUM CORPORATION

WARRANT TO PURCHASE
COMMON STOCK

Warrant No.: _______________
Number of Shares:
_______________
Date of Issuance: _______________(the “Issuance
Date”)

White Mountain Titanium Corporation, a Nevada corporation (the
“Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, _______________,
the registered holder hereof or its permitted assigns (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this
Warrant to Purchase Common Stock (including all Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the date hereof, but not after 11:59 P.M., New
York Time, on the Expiration Date (as defined below), _______________ fully paid
nonassessable shares of Common Stock (as defined below) (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 13. This Warrant is one of
the Warrants to Purchase Common Stock (the “Unit Warrants”) issued
pursuant to the non-public offering by the Company of units (including the
Warrants) commenced on or about January 25, 2013.

     1. EXERCISE OF
WARRANT.

          (a)
Mechanics of Exercise. Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder on any day, in whole or in part, by (i)
delivery of a written notice, in the form attached hereto as Exhibit A
(the “Exercise Notice”), of the Holder’s election to exercise this
Warrant and (ii) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price”) in cash or
wire transfer of immediately available funds. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder;
provided, however, that the Holder shall covenant in the Exercise Notice,
that it will deliver the original Warrant to the Company within five (5)
Business Days of such exercise. Execution and delivery of the Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect
as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the
remaining number of Warrant Shares. On or before the first Business Day
following the date on which the Company has received each of the Exercise Notice
and the Aggregate Exercise Price (the “Exercise Delivery Documents”), the
Company shall transmit by facsimile an acknowledgment of confirmation of receipt
of the Exercise Delivery Documents to the Holder and the Company’s transfer
agent (the “Transfer Agent”). On or before the third Business Day
following the date on which the Company has received all of the Exercise
Delivery Documents (the “Share Delivery Date”), the Company shall (X)
provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program, upon the
request of the Holder, credit such aggregate number of shares of Common Stock to
which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise. Upon
delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause (ii)(A) above the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the
certificates evidencing such Warrant Shares. If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than three (3)
Business Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 5(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number. The Company shall pay
any and all taxes, including without limitation, all documentary stamp, transfer
or similar taxes, or other incidental expense that may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.




          (b)
Exercise Price. For purposes of this Warrant, “Exercise Price”
means $0.90 per share, subject to adjustment as provided herein.

          (c)
Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not
disputed and resolve such dispute in accordance with Section 10.

          (d)
No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional share to which the Holder would otherwise be entitled, the
Company shall make a cash payment equal to the fair market value of such
fractional share. 

          (e)
Compliance with Securities Laws.

          (i)
The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
and the Common Stock to be issued upon exercise hereof are being acquired solely
for the Holder’s own account and not as a nominee for any other party; and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Common Stock to be issued upon exercise hereof except under
circumstances that will not result in a violation of the Securities Act or any
state securities laws. Upon exercise of this Warrant, the Holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the Common Stock so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. 

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               (ii)
This Warrant and all Common Stock issued upon exercise hereof unless registered
under the Securities Act shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws): 

THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS CERTIFICATE MUST BE
SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE
SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE.

     2. ORGANIC CHANGE.

          (a)
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company’s assets to another Person or
other transaction, in each case which is effected in such a way that holders of
Common Stock are entitled to receive securities or assets with respect to or in
exchange for Common Stock is referred to herein as an “Organic Change.”
Prior to the consummation of any (i) sale of all or substantially all of the
Company’s assets to an acquiring Person or (ii) other Organic Change following
which the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the Person issuing the securities or providing
the assets in such Organic Change (in each case, the “Acquiring Entity”)
a written agreement to deliver to the Holder in exchange for this Warrant, a
security of the Acquiring Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant and reasonably satisfactory to the
holder of this Warrant (including an adjusted exercise price equal to the value
for the Common Stock reflected by the terms of such consolidation, merger or
sale, and exercisable for a corresponding number of shares of Common Stock
acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant), if the value so reflected is less
than the Exercise Price in effect immediately prior to such consolidation,
merger or sale). In the event that an Acquiring Entity is directly or indirectly
controlled by a company or entity whose common stock or similar equity interest
is listed, designated or quoted on a securities exchange or trading market, the
Holder may elect to treat such Person as the Acquiring Entity for purposes of
this Section 2. Notwithstanding the foregoing, at the Holder’s option and
request, the Acquiring Entity shall purchase the Warrant from such Holder for a
purchase price, payable in cash within five (5) Business Days after such request
(or, if later, on the effective date of the Organic Change), equal to the value
of the remaining unexercised portion of this Warrant on the date of such
request, which value shall be computed using the Black-Scholes option pricing
model with such assumptions and inputs as are reasonably satisfactory to the
Company. The terms of any agreement pursuant to which a Organic Change is
effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this Section 2 and insuring that the Warrants (or
any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to an Organic Change. Prior to the consummation of any
other Organic Change, the Company shall make appropriate provision to insure
that the Holder thereafter will have the right to acquire and receive in lieu
of or in addition to (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the exercise of
this Warrant (without regard to any limitations on the exercise of this
Warrant), such shares of stock, securities or assets that would have been issued
or payable in such Organic Change with respect to or in exchange for the number
of shares of Common Stock which would have been acquirable and receivable upon
the exercise of this Warrant as of the date of such Organic Change (without
regard to any limitations on the exercise of this Warrant). 

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          (b)
If, prior to the exercise of this Warrant, 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 this Warrant 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.

     3. NONCIRCUMVENTION. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Articles 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, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder.

     4. WARRANT HOLDER NOT DEEMED A
STOCKHOLDER. Except as otherwise specifically provided herein, the Holder,
solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of shares of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the Holder, solely in such Person’s capacity as the
Holder, any of the rights of a shareholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which such Person is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 4, the Company will provide the Holder with copies
of the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

     5. REISSUANCE OF
WARRANTS.

          (a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in
accordance with Section 5(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being
transferred by the Holder and, if less then the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 5(d)) to the Holder representing the right to purchase the number
of Warrant Shares not being transferred.

          (b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of
mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section
5(d)) representing the right to purchase the Warrant Shares then underlying this
Warrant.

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          (c)
Warrant Exchangeable for Multiple Warrants. This Warrant is exchangeable,
upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 5(d)) representing in
the aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time
of such surrender; provided, however, that no Warrants for fractional shares of
Common Stock shall be given.

          (d)
Issuance of New Warrants. Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of
such new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section 5(a)
or Section 5(c), the Warrant Shares designated by the Holder which, when added
to the number of shares of Common Stock underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) except for new warrants issued pursuant to
section 5(a), shall have an issuance date, as indicated on the face of such new
Warrant, which is the same as the Issuance Date, and (iv) shall have the same
rights and conditions as this Warrant.

     6. NOTICES. All notices,
demands or other communications to be given or delivered under or by reason of
the provisions of this Warrant shall be in writing and shall be deemed to have
been given when delivered personally to the recipient, sent to the recipient by
facsimile transmission, sent to the recipient by email, sent to the recipient by
reputable express courier service (charges prepaid), or three (3) Business Days
after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands, and other
communications will be sent to the Holder at the address or number indicated on
the records of the Company and to the principal executive offices of the
Company, or to such other address or to the attention of such other person as
the recipient party has specified by prior written notice to the sending
party.

     7. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the holders of these Warrants representing at
least a majority of the shares of Common Stock obtainable upon exercise of these
Warrants then outstanding.

     8. GOVERNING LAW. This
Warrant shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this
Warrant shall be governed by, the internal laws of the State of Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Utah or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Utah.

     9. CONSTRUCTION; HEADINGS.
This Warrant shall be deemed to be jointly drafted by the Company and the Holder
and shall not be construed against any person as the drafter hereof. The
headings of this Warrant are for convenience of reference and shall not form
part of, or affect the interpretation of, this Warrant.

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     10. DISPUTE RESOLUTION.
Any controversy, dispute or claim arising out of or relating to this Warrant
shall be submitted to binding arbitration administered by JAMS pursuant to its
Comprehensive Arbitration Rules & Procedures. Any such arbitration shall be
held in Salt Lake City, Utah.

     11. REMEDIES, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available
under this Warrant at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit the
right of the Holder to pursue actual damages for any failure by the Company to
comply with the terms of this Warrant. The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the holder of
this Warrant and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being required.

     12. TRANSFER. This Warrant
may not be offered for sale, sold, transferred or assigned without the consent
of the Company.

     13. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following
meanings:

          (a)
“Business Day” means any day other than Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to remain closed.

          (b)
“Common Stock” means (i) the Company’s common stock, par value $0.001 per
share, and (ii) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of such Common
Stock.

          (c)
“Expiration Date” means July 25, 2014, or, if such date falls on a
day other than a Business Day or on which trading does not take place on the
Principal Market (a “Holiday”), the next date that is not a Holiday.

          (d)
“Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any
other entity and a government or any department or agency thereof.

          (e)
“Principal Market” means the principal securities exchange or trading
market on which the Common Stock is listed and trades.

          IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

	 	WHITE MOUNTAIN
      TITANIUM CORPORATION 
	 	 	  
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: 


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EXHIBIT A 
EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

WHITE MOUNTAIN TITANIUM CORPORATION

     The undersigned holder hereby
exercises the right to purchase ___________ of the shares of Common Stock
(“Warrant Shares”) of White Mountain Titanium Corporation, a Nevada
corporation (the “Company”), evidenced by the attached Warrant to
Purchase Common Stock (the “Warrant”). Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Warrant.

     1. Payment of Exercise Price. The
holder shall pay the Aggregate Exercise Price in the sum of $
___________________ to the Company in accordance with the terms of the
Warrant.

     2. Accredited Investor. The
holder is an “accredited investor” as defined in Rule 501(c) under the
Securities Act.

     3. Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance
with the terms of the Warrant.

     4. Delivery of Warrant. The
Holder shall deliver the original Warrant to the Company within five (5)
Business Days from the date hereof.

     [5. The Holder hereby represents
that contemporaneous with the delivery of this exercise notice, that the Holder
has sold __________ Warrant Shares and hereby represents that it has complied
with the prospectus delivery requirements of the Securities Act as applicable in
connection with such sale.]1

Date: __________________, ______

	 	 
	Name of Registered
      Holder 	 
	 	  	 
	 	  	 
	By: 		 
	 	Name: 	 
	 	Title: 	 


____________________________________
1 Add only
if a contemporaneous sale has occurred pursuant to a Registration Statement