Exhibit 4.2
THIS COMMON STOCK WARRANT, THE
WARRANT EVIDENCED HEREBY, AND THE COMMON STOCK TO BE ISSUED
PURSUANT TO SUCH WARRANT, HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE
SECURITIES ACTS, BUT HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) THE HOLDER
THEREOF SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT REGISTRATION THEREOF UNDER THE
SECURITIES ACT IS NOT REQUIRED OR (ii) A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT WITH RESPECT THERETO SHALL HAVE BECOME
EFFECTIVE.
No.
Warrants
for
Shares
VOID AFTER 5 P.M.
BOISE, IDAHO TIME ON May
,
2011.
Warrant to
Purchase
Shares
of
Common Stock
of
THUNDER MOUNTAIN
GOLD, INC.
WARRANT TO
PURCHASE COMMON STOCK
This is to Certify that, FOR VALUE
RECEIVED,
or registered assigns ("Holder") is entitled to purchase,
subject to the provisions of this Warrant, from THUNDER MOUNTAIN
GOLD, INC., a Nevada corporation ("Company"), at any time on or
after May ,
2008 and not later that 5:00 p.m. Boise, Idaho time on May
, 2011,
shares of Common Stock, $0.05 par value per share, of the
Company ("Common Stock"). The number of shares of Common Stock to
be received upon the exercise of this Warrant and the price to be
paid for a share of common stock may be adjusted from time to time
as hereinafter set forth. The shares of Common Stock delivered or
deliverable upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock" and the
exercise price of a share of common Stock in effect at any time as
is adjusted from time to time is hereinafter sometimes referred to
as the "Exercise Price". Prior to any adjustments called for
hereunder, the Exercise Price shall be $0.40 per share through May
,
2011.
(a) EXERCISE OF
WARRANT . Subject to the terms and conditions herein, this
Warrant may be exercised in whole or in part at any time or from
time to time on or after May
, 2008, but
not later than 5:00 p.m. Boise, Idaho, time on May
, 2011, or
if May ,
2011 is a day on which banking institution are authorized by law to
close, then on the next succeeding day which shall not be such a
day, by presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares specified in such form,
together with all federal and state taxes applicable upon exercise.
If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to
purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant at the office or agency of
the Company, in proper form for exercise, together with payment of
the Exercise Price the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the company shall
then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the
Holder.
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(b) RESERVATION OF
SHARES . The Company hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be
required for issuance or delivery upon exercise of this
Warrant.
(c) FRACTIONAL
SHARES . No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal
to such fraction multiplied by the current market value of such
fractional share, determined as follows:
(1) If the Common
Stock is listed on a national securities exchange or admitted to
unlisted trading privileges on such exchange, the current value
shall be the last reported sale price of the common Stock on such
exchange on the last business day prior to the date of exercise of
this Warrant or if no such sale is made on such day, the average of
the closing bid and asked price for such day on such exchange;
or
(2) If the Common
Stock is not so listed or admitted to unlisted trading privileges,
the current value shall be the mean of the closing bid and asked
prices reported by the National Association of Securities Dealers
Automated Quotation System, Inc. (or, if not so quoted on NASDAQ,
by the National Quotation Bureau, Inc.) on the last business day
prior to the day of the exercise of this Warrant; or
(3) If the Common
Stock is not so listed or admitted to unlisted trade privileges and
bid and asked prices are not so reported, the current value,
determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company, such determination to be final
and binding on the Holder.
(d) EXCHANGE,
ASSIGNMENT OR LOSS OF WARRANT . This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different
denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable
hereunder. This Warrant may not be sold, transferred, assigned or
hypothecated except with the consent of the Company, which consent
shall not be unreasonably withheld. Any such assignment shall be
made by surrender of this Warrant to the Company or at the office
of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and fund sufficient to pay any
transfer tax; whereupon the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such
instrument or assignment and this Warrant shall promptly be
cancelled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at
the office of the Company or at the office of its stock transfer
agent, if any, together with a written notice specifying the names
and denominations in which new Warrants are to be issued and signed
by the Holder hereof. The term "Warrant" as used herein includes
any Warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new
Warrant of like tenor and date. Any such new Warrant executed and
delivered shall be the legal valid and binding obligation of the
Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF
THE HOLDERS. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Holder are limited to those
expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.
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(f) NOTICE
. Any notices or certificates by the Company to the Holder
and by the Holder to the Company shall be deemed delivered if in
writing and delivered personally or sent by certified mail, to the
Holder, addressed to him
