Dilutive Issuance Notice


    Exhibit
      10.8

     

    

    
 

    March
      16,
      2006

    


    Luitpold
      von Finck

    Pastfach
      1308

    Zurich,
      Switzerland 8034

    


    Re:    Dilutive
      Issuance of Warrants

     

    Dear
      Mr.
      Luitpold von Finck:

     

    I
      previously sent you a Dilutive Issuance Notice in connection with your
      participation on or about 11-16-2004, in Bullion River Gold Corp.’s (the
“Company”)
      private offering (the “Offering”).
      As
      part of the Offering, you received a Common Stock Purchase Warrant (the
“Warrant”)
      providing for your right to acquire additional shares of the Company’s common
      stock at $1.00 per share (“Exercise
      Price”).

     

    As
      part
      of an oral agreement with Peter Kuhn, president of Bullion River Gold, the
      Company agreed that in the event it offered or sold any common stock or common
      stock equivalents entitling any purchaser to acquire shares of the Company’s
      common stock, at an effective price per share less than the Exercise Price
      (such
      lower price, the “Base
      Share Price”),
      then,
      the Exercise Price would be reduced to equal the Base Share Price and the number
      of issuable warrant shares would be increased such that the aggregate Exercise
      Price, after taking into account the decrease in the Exercise Price, will be
      equal to the aggregate Exercise Price prior to such adjustment.

     

    Commencing
      on or about October 14, 2005 and ending on January 23, 2006, the Company engaged
      in a new private offering (“Current
      Offering”)
      involving the sale and purchase of additional units in the Company consisting
      of
      common stock and warrants at a purchase price of $0.50 per unit; each of which
      consists of (a) one share of the common stock, and (b) one warrant to purchase
      one share of common stock at an exercise price of $0.75 per share. 

     

    In
      light
      of the $0.50 per share common stock price used in the Current Offering, the
      Company has reduced the Exercise Price of the warrant to equal $0.50 and
      increased the number of warrant shares issuable to you by 11,167.
      This is
      based on the oral agreement between Peter Kuhn, president of Bullion River
      Gold,
      and yourself. 

     

    Enclosed
      is your Common Stock Purchase Warrant document for the additional warrants.
      Please sign below and return this letter, confirming receipt of the warrant
      pursuant to the oral promise and that Bullion River Gold has no further
      obligations to you pursuant to the oral promise at this time. 

     

    Should
      you have any questions regarding the foregoing, please do not hesitate to let
      me
      know. 

     

    


    
      	                    
              /s/ Peter M.
              Kuhn                             	                   
              /s/ Luitpold Von
              Fink                       
              
	Peter M. Kuhn	
               
“I
                confirm receipt of warrant.”

            
	President	
                 (Authorized
                Certificate
                Signator)

            


    

      

     

    
      
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    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase
        11,167       shares
      of
      common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Luitpold
      Von Finck.
      (“the
“Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      11,167
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1.  Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

     

     

    
      
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    2.  Exercise.

     

    (a)  Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b)  Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”).

     

    (c)  Exercise
      limitations. 

     

    (i)  The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii)  The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii)  For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
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    (d)  Mechanics
      of Exercise.

     

    (i)  Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii)   Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)  Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)  Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)  No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)  Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)  Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

     

    
      
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    3.  Certain
      Adjustments.

     

    (a)  Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b)  Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

     

    
      
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    (c)  Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    (d)  Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4.  Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5.  Miscellaneous.

     

    (a)  Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b)  No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c)  Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d)  Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e)  Authorized
      Shares.

     

     

    
      
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      (i)  The
        Company covenants that, while the Warrant is outstanding, it will reserve
        from
        its authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any purchase
        rights under this Warrant. The Company further covenants that its issuance
        of
        this Warrant constitutes full authority to its officers who are charged with
        the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant. The Company will take all such reasonable action as may
        be
        necessary to assure that the Warrant Shares are issued as provided without
        a
        violation of any applicable law or regulation, or of any requirements of
        the
        Trading Market upon which the Common Stock may be listed or quoted.

       

      (ii)  
        Unless
        waived or consented to by the Holder, the Company will not by any action
        avoid
        or seek to avoid the observance or performance of any of the terms of this
        Warrant, but will at all times in good faith assist in carrying out of all
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

       

      (f)  Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

       

      (g)  Restrictions.
        The
        Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
        not registered, will be subject to restrictions upon resale imposed by state
        and
        federal securities laws.

       

      (h)  No
        waiver.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

       

      (i)  Notice.
        Any
        notice, request or other document required or permitted to be given or delivered
        by either party to the other must be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      (j)  Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant inures to the benefit of and
        binds
        the successors and permitted assigns of the Company and the Holder.

       

      (k)  Amendment.
        Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

       

      (l)  Severability.
        Wherever possible, each provision of this Warrant must be interpreted under
        applicable law, but if any provision of this Warrant is prohibited by or
        invalid
        under applicable law, the provision is ineffective to the extent of the
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Warrant.

       

       

      
        
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      (m)  Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

       

      In
        witness whereof
        the
        Company has caused this Warrant to be executed by its duly authorized
        officer.

    

     

    
      	 	 	 
	 	BULLION
              RIVER GOLD CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Peter M. Kuhn
	 	Name: Peter M. Kuhn
	 	
              Title:
                President

            


    

    

 

    
      
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    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase ___________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

    


    _______________________________________

     

    _______________________________________

     

    _______________________________________

     

     

     

    _______________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder:__________________________________________________

    Name
      of
      authorized signatory: _______________________________________

    Title
      of
      authorized signatory: ________________________________________

    Date:
      __________________________________________________________

    
 

     

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