EXHIBIT
99.6
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 SAT 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 __________ shares of
common stock of
BULLION RIVER GOLD
CORP.
Dated
: _______________
, 2005
THIS COMMON STOCK PURCHASE WARRANT (the “
Warrant ”) certifies that, for value
received, __________________ (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 _____________ 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
_______________ , 2005, among the Company and the Holder as
Purchaser.
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.
(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
