THIS
WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
THE WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS IT IS
REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  THE WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES
AND THE SECURITIES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UPON EXERCISE
UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  FOR A PERIOD OF AT LEAST SIX MONTHS FROM THE DATE OF THIS
WARRANT, IT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS
(OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR
ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS
AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING SHARES OF THE
ISSUER MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

    


    COMMON STOCK PURCHASE
WARRANT

     

    WHITE MOUNTAIN TITANIUM
CORPORATION

    (A NEVADA CORPORATION)

    


    
      	
              CERTIFICATE
      NUMBER:  C-001

            	
              117,500 WARRANTS

            


    

    


    This
certifies that for value received, John J. May or registered
assigns (the “Registered Owner”), is the owner of One hundred seventeen thousand
five hundred (117,500) common stock purchase warrants (the “Warrants”), each of
which Warrants entitles the Registered Owner to purchase at any time during the
period expiring at 5:00 P.M. Mountain Time on June 30, 2012, (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,
Inc., a Nevada corporation (the “Company”), upon payment of Fifty Cents ($0.50)
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)           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 either:

    


    i.           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;

    


    ii.           Shares of Common Stock of the Company
already owned by the Registered Owner equal to the exercise price with the
Common Stock valued at its fair market value based on the closing bid quotation
for such stock on the close of business on the trading day last preceding the
date of the exercise of this Warrant, as reported by the OTC Bulletin Board, or if not reported by the OTC Bulletin Board, then as determined by the Company
through any other reliable means of determination available on the close of
business on the trading day last preceding the date of such
exercise;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    iii.           Warrants or other rights to purchase
Common Stock valued at the amount by which the closing bid quotations (as
determined in accordance with subsection 1(a)(ii) above) of the Common Stock subject to
warrants or other rights exceeds the exercise or purchase price provided on such
warrants or rights; or

    


    iv.           Cancellation of debt owed by the Company
to the Registered Owner, including debt incurred for professional services
rendered, employment relationships, or otherwise, upon presentation of an
invoice for services provided to the Company.

    


    (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 deliver 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 deliver 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.


    
      
         


      

      
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    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 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.



    
      
         


      

      
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    10.           Transfer and
Assignment.  Subject to the terms hereof, this Warrant
Certificate shall be freely transferable and assignable, in whole or in part, by
the Registered Owner.  Any permitted transfer or
assignment shall be effected by the Registered 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 rights 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.  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 by its officer thereunto duly authorized effective the 30th day of
June, 2009.

    


    
      
        	
                White
      Mountain Titanium Corporation

              
	 
      	 
      
	
                By

              	
                /s/ Michael P. Kurtanjek

              
	 
      	
                Michael
      P. Kurtanjek, President

              


      

    

     

    
      
         


      

      
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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:
      ___________________ , 20___

              	 
      	
                ____________________________________

              
	 
      	 
      	
                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:  ________________
      , 20___

              	 	
                ____________________________________

              
	 
      	 	
                Signature
      of Registered Owner

              


      

    

     

    
      
         


      

      
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