exv10w16






Exhibit 10.16




08/11-001




CHIEF CONSOLIDATED MINING
COMPANY. 
(A Arizona Corporation)




 






WARRANT TO PURCHASE

SHARES OF COMMON STOCK




 






Effective                     , 2008





THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, OR OTHERWISE DISPOSED OF OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.



     THIS CERTIFIES THAT, for value received,                                                             ,
 or its registered
assigns (“Holder”), is entitled to purchase, subject to the conditions set forth below, at
any time or from time to time during the Exercise Period (as defined
in subsection 1.2 below),                                                             
(                    ) shares (“Shares”) of fully paid and non-assessable common
stock, par value $0.001 per share (the “Common Stock”), of Chief Consolidated Mining
Company., a Arizona corporation (the “Company”), at the per share purchase price (the “Warrant
Price”) set forth in subsection 1.1 below, subject to the further provisions of this
Warrant.




	1.	 	EXERCISE OF WARRANT





     The terms and conditions upon which this Warrant may be exercised, and the Shares subject
hereto may be purchased, are as follows:



     1.1 Warrant Price. The Warrant Price shall be $0.15 per Share, subject to
adjustment as provided in Section 4 below.




Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, beginning on the effective date of this Warrant and for two (2) years from such date
of effectiveness, or such later date as the Company may in its sole discretion determine
(the “Exercise Period”), by the surrender of this Warrant (with the exercise form
attached hereto as Exhibit A duly executed) at the principal office of the Company, and by
the payment to the Company of an amount of consideration therefore equal to the Warrant
Price in effect on the date of such exercise multiplied by the number of Shares with respect
to which this Warrant is then being exercised, payable at such Holder’s election by
certified or official bank check or by wire transfer to an account designated by the Issuer



 









 





     1.2 Issuance Of Shares and New Warrant. If the purchase rights evidenced by this
Warrant are exercised in whole or in part, one or more certificates for the purchased Shares shall
be issued as soon as practicable thereafter to Holder. If the purchase rights evidenced by this
Warrant are exercised only in part, the Company shall also deliver to Holder at such time a new
Warrant evidencing the purchase rights regarding the number of Shares (if any) for which the
purchase rights under this Warrant remain unexercised and continue in force and effect. All new
Warrants issued in connection with the provisions of this Section 1.2 shall bear the same
date as this Warrant and shall be substantially identical in form and provisions to this Warrant
except for the number of Shares purchasable thereunder. Each person in whose name any certificate
for Shares is to be issued shall for all purposes be deemed to have become the holder of record of
such Shares on the date on which this Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such stock certificate, except that if the date of
such surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such Shares at the close of business on the
next succeeding date on which the stock transfer books are open.




	2.	 	TRANSFERS





     2.1
Transfers. This Warrant and all rights hereunder are transferable in whole or in
part by the
Holder subject to the provisions of Section 7 below. The transfer shall be recorded on the
books of the
Company upon (i) the surrender of this Warrant (together with a duly executed and endorsed
copy of the
form of transfer certificate attached hereto as Exhibit B) to the Secretary of the
Company at its principal
offices, and (ii) the payment to the Company of all transfer taxes and other governmental
charges imposed
on such transfer. In the event of a partial transfer, the Company shall issue to the several
holders one or
more appropriate new Warrants.



     2.2 Registered Holder. Each holder of this Warrant agrees that until such time as any transfer
pursuant to subsection 2.1 above is recorded on the books of the Company; the Company
may treat the
registered Holder of this Warrant as the absolute owner.



     2.3
Form Of New Warrants. All new Warrants issued in connection with transfers of this
Warrant shall bear the same date as this Warrant and shall be substantially identical in form
and provisions
to this Warrant except for the number of Shares purchasable thereunder.




	3.	 	NO FRACTIONAL SHARES





     Notwithstanding any adjustment (as required hereby) to the number of Shares purchasable upon
the exercise of this Warrant, the Company shall not be required to issue any fraction of a Share
upon exercise of this Warrant. If, by reason of any change made pursuant to Section 4
below, the Holder would be entitled, upon the exercise of any rights evidenced hereby, to receive a
fractional interest in a Share, the Company shall, upon such proper exercise of this Warrant,
purchase such fractional interest for an amount in cash equal to the Fair Market Value of such
fractional interest, determined as of the date of such exercise of this Warrant. For purposes of
the Section 3, the term “Fair Market Value” means (a) if the primary market for the Shares
is a National Securities Exchange, the NASDAQ National Market System, or any other market or
quotation system in which last sale transactions are reported on a contemporaneous basis, the last
reported sales price of such Shares, as of the time of authorization of the transaction giving rise
to the right to receive such Shares; or (b) if the primary market for such Shares is not an
exchange or quotation system, the fair value thereof as shall be determined in good faith by the
Board of Directors of the Company at the time of authorization of the transaction giving rise to
the right to receive such Shares.




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	4.	 	ANTIDILUTION PROVISIONS





     4.1 Stock Splits And Combinations. If the Common Stock shall at any time be subdivided
into
a greater number of shares, then the number of Shares purchasable upon exercise of this
Warrant and the
Warrant Price shall be proportionately increased; and, conversely, if the Common Stock shall
at any time
be combined into a smaller number of shares, then the number of Shares purchasable upon
exercise of this
Warrant and the Warrant Price shall be proportionately reduced. Any adjustments under this
subsection 4.1
shall become effective at the close of business on the date the subdivision or combination
becomes
effective.



     4.2 Reclassification, Exchange and Substitution. If the Common Stock shall be changed
into
shares of any other class or classes of stock or other securities of the Company, whether by
capital
reorganization, reclassification, or otherwise, Holder shall, upon exercise of this Warrant,
be entitled to
purchase for the same aggregate consideration, in lieu of the Shares that Holder would have
become
entitled to purchase but for such change, a number of shares of such other class or classes of
stock or other
securities of the Company equivalent to the number of Shares that would have been subject to
purchase by
Holder on exercise of this Warrant immediately before that change. Any adjustments under this
subsection
4.2 shall become effective at the close of business on the date such change of the Common
Stock into
shares of any other class or classes of stock or other securities of the Company becomes
effective.



     4.3 Reorganizations, Mergers, Consolidations Or Sale Of Assets. If at any time there
shall be
a reorganization involving the Common Stock (other than a stock split, combination,
reclassification,
exchange, or subdivision of shares provided for in subsections
4.1 and 4.2 above) or
a merger or
consolidation of the Company with or into another corporation, or the sale of all or
substantially all of the
Company’s assets to any other person, then, as a part of such reorganization, merger,
consolidation or sale,
lawful provision shall be made so that Holder shall thereafter be entitled to receive upon
exercise of this
Warrant, in accordance with the terms hereof, in lieu of the Shares that Holder would have
become entitled
to purchase but for such event, such other securities or property of the Company, or of the
successor
corporation resulting from such event, to which Holder would have been entitled in such
reorganization,
merger, consolidation or sale if this Warrant had been exercised immediately before that
reorganization,
merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good
faith by the
Company’s Board of Directors) shall be made in the application of the provisions of this
Warrant with
respect to the rights and interests of Holder after the reorganization, merger, consolidation,
or sale to the
end that the provisions of this Warrant (including adjustment of the Warrant Price then in
effect and
number of Shares purchasable upon exercise of this Warrant) shall be applicable after that
event, as near as
reasonably may be, in relation to any shares or other property deliverable after that event
upon exercise of
this Warrant.



     4.4 Adjustments of Other Distributions. If the Company shall at any time declare and pay or
deliver to the holders of Common Stock a distribution payable in securities of other persons,
evidences of
indebtedness issued by the Company or other persons, assets (excluding cash dividends) or
options or
rights, in any case of a kind not referred to above, then, upon exercise of this Warrant,
Holder shall be
entitled to receive a proportionate share of any such distribution as though Holder was the
holder of the
number of shares of Common Stock into which this Warrant may be exercised as of the record
date fixed
for the determination of the holders of Common Stock entitled to receive such distribution.



     4.5 Certificate as to Adjustments. In the case of each adjustment (including a readjustment)
under this Section 4, the Company will promptly, and in any event within thirty (30)
days after the event
requiring the adjustment, compute such adjustment in accordance with the terms hereof and
deliver or
cause to be delivered to Holder a certificate describing in reasonable detail the event
requiring the
adjustment and setting forth such adjustment and the calculations and results of such
adjustment.



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     4.6 Reservation of Stock Issuable Upon Exercise. The Company shall at all times
reserve and
keep available out of its authorized but unissued shares of Common Stock such number of shares
of
Common Stock as shall from time to time be sufficient to effect the exercise of this Warrant.
If at any time
the number of authorized but unissued shares of Common Stock shall not be sufficient to effect
the exercise
of this Warrant, the Company will take such corporate action as may, in the opinion of its
counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such number of
shares as shall
be sufficient for such purpose.



     4.7 Method of Calculation.
All calculations under this Section 4 shall be made to the nearest
one hundredth of a share.



5. RIGHTS PRIOR TO EXERCISE OF WARRANT




     This Warrant does not entitle Holder to any of the rights of a stockholder of the Company,
including (without limitation) the right to receive dividends or other distributions, to vote or
consent, or to receive notice as a stockholder of the Company. If, however, at any time prior to
the expiration of this Warrant and prior to its exercise,




     (a) the Company shall declare any dividend payable in any securities upon outstanding
shares of Common Stock or make any other distribution (other than a regular cash
dividend) to the
holders of shares of Common Stock;




     (b) the Company shall offer to the holders of shares of Common Stock any additional
shares of Common Stock or securities convertible into or exchangeable for shares of
Common
Stock or any right to subscribe for or purchase any thereof; or




     (c) a dissolution, liquidation or winding-up of the Company (other than in connection
with a reorganization, consolidation, merger, or sale of all or substantially all of
its assets as an
entirety) shall be approved by the Company’s Board of Directors,


then, in any one or more of such events the Company shall give notice in writing of such event to
Holder, at its address as it shall then appear on the Company’s records, at least twenty (20) days
prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividends, distribution, or subscription
rights, or for the determination of stockholders entitled to vote on such proposed dissolution,
liquidation or winding-up. Such notice shall specify such record date or the date of closing the
transfer books, as the case may be.




     Any failure to give such notice or any defect therein, however, shall not affect the validity
of any action taken in connection with such dividend, distribution or subscription rights, or such
proposed dissolution, liquidation or winding-up.




	6.	 	SUCCESSORS AND ASSIGNS





     The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon,
the Company and its successors and assigns and Holder and its successors and permitted assigns.




	7.	 	RESTRICTED SECURITIES





     To enable the Company to comply with the Securities Act and applicable state securities laws,
the Company may require Holder, as a condition of the transfer or exercise of this Warrant, to
give written assurance satisfactory to the Company that this Warrant, or in the case of an
exercise hereof the Shares, are being acquired for its own account, for investment only, with no
view to the distribution of the same in




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violation of the Securities Act or applicable state securities laws. Any disposition of all or any
portion of this Warrant or the Shares shall not be made unless and until:




     (a) There is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such
registration
statement; or



     (b) Holder has (i) notified the Company of the proposed disposition and furnished the
Company with a detailed statement of the circumstances surrounding the proposed
disposition, and
(ii) furnished the Company with an opinion of counsel, satisfactory to the Company,
that such
disposition will not require registration of such securities under the Securities Act
and applicable
state securities laws.



     Holder acknowledges that this Warrant is, and each of the Shares issuable upon the exercise
hereof will be, a restricted security, and that the certificate or certificates evidencing such
Shares will bear a legend substantially similar to the following:




“The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or under the
securities laws of any state. They may not be sold, transferred or
otherwise disposed of in the absence of an effective registration
statement covering these securities under such Act or laws, or an
opinion of counsel satisfactory to the Company and its counsel that
registration is not required thereunder.”




	8.	 	LOSS OR MUTILATION





     Upon receipt by the Company of satisfactory evidence of the ownership of and the loss, theft,
destruction, or mutilation of this Warrant, and (i) in the case of loss, theft, or destruction,
upon receipt by the Company of indemnity satisfactory to it, or (ii) in the case of mutilation,
upon receipt of this Warrant and upon surrender and cancellation of this Warrant, the Company
shall execute and deliver in lieu thereof a new Warrant representing the right to purchase an
equal number of Shares.




	9.	 	OWNERSHIP CAP





     The Holder may not exercise the Warrant hereunder to the extent such exercise would result in
the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act
and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common
Stock, including shares issuable upon exercise of the Warrant held by the Holder after application
of this Section; provided, however, that upon a holder of this Warrant providing
the Issuer with a Waiver Notice that such holder would like to waive this Section 9 with regard to
any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 9 shall be
of no force or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.




	10.	 	NOTICES





     All notices, requests, demands and other communications under this Warrant shall be in
writing and shall be deemed to have been duly given on the date of receipt (or refusal of receipt)
if delivered personally or by courier by the party to whom notice is to be given, or on the
earlier of the third business day after the date of mailing or receipt if mailed to the party to
whom notice is to be given by first class mail, registered or certified, postage prepaid, and
properly addressed as follows: if to Holder, at its address as shown in the Company’s records; and
if to the Company, at its principal office. Either party may change




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its address for purposes of this Section 10 by giving the other party written notice of
the new address in the manner set forth above.





	11.	 	GOVERNING LAW





     This Warrant and any dispute, disagreement or issue of construction or interpretation arising
hereunder, whether relating to its execution, its validity, the obligations provided herein or
performance, shall be governed or interpreted according to the laws of the State of Arizona,
without regard to conflicts of law.



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DATED AS OF                                         , 2008.




	 	 	 	 	 
	 	Chief Consolidated Mining Company.

 	 
	 	By:  	 	 
	 	 	                           
                             ,
Chief Executive Officer 	 
	 	 	 	 



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EXHIBIT “A” 




SUBSCRIPTION




Chief Consolidated Mining Company

Suite 890-999 West Hastings Street

Vancouver, B.C.

Canada

V6C 2W2




Gentlemen:



The undersigned,                            , hereby elects to purchase, pursuant to the provisions to the
foregoing Warrant held by the undersigned,
                   
shares of the Common Stock, par value $0.001
(the “Common Stock”), of Chief Consolidated Mining Company



The undersigned herewith encloses the Warrant and:





     Cash or a certified or cashier’s check (drawn in favor of the Company) in the amount of
$                     in payment of the Warrant Price.



DATED:
                    ,                     .




	 	 	 	 
	 

	 	Signature:	 
	 
	 	 	 
	 

	 	Address:	 
	 

	 	 	 






 









 






EXHIBIT “B”




ASSIGNMENT FORM




     FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned under this Warrant,
with respect to the number of Shares of Common Stock set forth below:



	 	 	 
	 	 	No. of Shares
	Name and Address of Assignee	 	Common Stock
	 





and does hereby irrevocably constitute and appoint as Attorney                                                              
                    to
register such transfer on the books of                                                                     
             maintained for the
purpose, with full power of substitution in the premises.



Dated:                                                             ,           
          .




	 	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 





NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Warrant in every particular, without alternation or enlargement or any change
whatsoever.