WARRANT AGREEMENT ("Agreement"), dated as of _____, 2004, by
and between American Goldfields Inc., a Nevada corporation (the "Company"), and
________ ("Warrantholder"). Certain capitalized terms used herein are defined in
Section 14 hereof.
In consideration of the mutual terms, conditions,
representations, warranties and agreements herein set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Issuance of Warrants.
The Company hereby issues and grants to Warrantholder ____
Class B Warrants ("Warrants") to purchase ____ shares of common stock of the
Company (the "Common Stock"). Commencing on the date which is eighteen months
from the date hereof, or such earlier date as determined by the Company in its
sole and absolute discretion (the "Warrant Commencement Date"), and terminating
five years thereafter (the "Warrant Expiration Date"), the holder shall have the
right, subject to the satisfaction of the conditions to exercise set forth in
Section 7 of this Agreement, to purchase ________ shares of Common Stock (the
shares of Common Stock issuable upon exercise of the Warrants being collectively
referred to herein as the "Warrant Shares") at an exercise price of $2.00 per
Warrant Share (the "Exercise Price"). The number of Warrant Shares issuable on
exercise of each Warrant and the Exercise Price are all subject to adjustment
pursuant to Section 8 of this Agreement. Notwithstanding, the Company may, in
its sole and absolute discretion, reduce the Exercise Price.
Section 2. Form of Warrant Certificates.
Promptly after the execution and delivery of this Agreement by
the parties hereto, the Company shall cause to be executed and delivered to
Warrantholder one or more certificates evidencing the Warrants (the "Warrant
Certificates"). Each Warrant Certificate delivered hereunder shall be
substantially in the form set forth in Exhibit A attached hereto and may have
such letters, numbers or other identification marks and legends, summaries or
endorsements printed thereon as the Company may deem appropriate and that are
not inconsistent with the terms of this Agreement or as may be required by
applicable law, rule or regulation. Each Warrant Certificate shall be dated the
date of execution by the Company.
Section 3. Execution of Warrant Certificates.
Each Warrant Certificate delivered hereunder shall be signed
on behalf of the Company by its Chairman of the Board, Chief Executive Officer,
President or a Vice President, Secretary or an Assistant Secretary. Each such
signature may be in the form of a facsimile thereof and may be imprinted or
otherwise reproduced on the Warrant Certificates.
If any officer of the Company who signed any Warrant
Certificate ceases to be an officer of the Company before the Warrant
Certificate so signed shall have been delivered by the Company, such Warrant
Certificate nevertheless may be delivered as though such person had not ceased
to be such officer of the Company.
Section 4. Registration.
Warrant Certificates shall be issued in registered form only.
The Company will keep or cause to be kept books for registration of ownership
and transfer of each Warrant Certificate issued pursuant to this Agreement. Each
Warrant Certificate issued pursuant to this Agreement shall be numbered by the
Company and shall be registered by the Company in the name of the holder thereof
(initially the Warrantholder). The Company may deem and treat the registered
holder of any Warrant Certificate as the absolute owner thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone) for the
purpose of any exercise thereof and for all other purposes, and the Company
shall not be affected by any notice to the contrary.
Section 5. No Transfers.
A. Restrictions on Transfer. No Warrant may be sold, pledged, hypothecated,
assigned, conveyed, transferred or otherwise disposed of (each a "transfer")
unless (i) the transfer complies with all applicable United States and Canadian
securities laws and (ii) the transferee agrees in writing to be bound by the
terms of this Agreement.
B. Cancellation. Warrant Certificates surrendered for transfer or exchange shall
be canceled by the Company.
Section 6. Mutilated or Missing Warrant Certificates.
If any Warrant Certificate is mutilated, lost, stolen or
destroyed, the Company shall issue, upon surrender and cancellation of any
mutilated Warrant Certificate, or in lieu of and substitution for any lost,
stolen or destroyed Warrant Certificate, a new Warrant Certificate of like tenor
and representing an equal number of Warrants. In the case of a lost, stolen or
destroyed Warrant Certificate, a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably satisfactory evidence of
such loss, theft or destruction and, if requested, an indemnity or bond
reasonably satisfactory to the Company.
Section 7. Exercise of Warrants.
A. Exercise. Subject to the terms and conditions set forth in this Section 7,
Warrants may be exercised, in whole or in part (but not as to any fractional
part of a Warrant), at any time or from time to time on and after the Warrant
Commencement Date and on or prior to 5:00 p.m. on the Warrant Expiration Date.
The Warrant shall be exercisable only on and after the Warrant
Commencement Date. If the Company determines in its sole and absolute discretion
to accelerate the date that this Warrant first becomes exercisable to a date
which is earlier than the eighteenth month anniversary of the date hereof, the
Company shall send notice to the Warrantholder prior to the date thereof.
In order to exercise any Warrant, Warrantholder shall deliver
to the Company at its office referred to in Section 15 the following: (i) a
written notice in the form of the Election to Purchase appearing at the end of
the form of Warrant Certificate attached as Exhibit A hereto of such
Warrantholder's election to exercise the Warrants, which notice shall specify
the number of such Warrantholder's Warrants being exercised; (ii) the Warrant
Certificate or Warrant Certificates evidencing the Warrants being exercised; and
(iii) payment of the aggregate Exercise Price.
All rights of Warrantholder with respect to any Warrant that
has not been exercised, on or prior to 5:00 p.m on the Warrant Expiration Date
shall immediately cease and such Warrants shall be automatically cancelled and
void.
B. Payment of Exercise Price. Payment of the Exercise Price with respect to
Warrants being exercised hereunder may, at the election of Warrantholder, be
made as follows: (i) by the payment to the Company, in cash, by check or wire
transfer, of an amount equal to the Exercise Price multiplied by the number of
Warrants then being exercised; or (ii) by surrendering to the Company for
cancellation Warrant Certificates evidencing Warrants to acquire a number of
Warrant Shares equal to (x) the aggregate Exercise Price divided by (y) the fair
market value of one Warrant Share (a "cashless exercise").
If a Warrantholder elects a cashless exercise, the number of
Warrant Shares to be issued to Warrantholder upon such exercise shall be
computed using the following formula:
X = Y(A-B)
A
X = the number of Warrant Shares to be issued to
Warrantholder
Y = the number of Warrant Shares underlying the
Warrants being exercised
A = the fair market value of one Warrant Share
B = the Exercise Price
(a) As used herein, the "fair market value of one Warrant Share" means an amount
equal to the number of shares of Common Stock into which a Warrant Share is
convertible times the average, over the 5 trading-day period ending on the
trading day which is two trading days prior to the date of surrender, of the
closing sales prices (or, if on any day there is no closing sales price, the
average of the highest bid and lowest asked price) in the United States
Over-the-Counter Bulletin Board as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization.
(b) For the purpose of this section, the "closing" shall
mean 4:00 p.m., New York City time.
C. Payment of Taxes. The Company shall be responsible for paying any and all
issue, documentary, stamp or other taxes that may be payable in respect of any
issuance or delivery of Warrant Shares on exercise of a Warrant.
D. Delivery of Warrant Shares. Upon receipt of the items referred to in Section
7A, the Company shall, as promptly as practicable, and in any event within five
(5) Business Days thereafter, execute and deliver or cause to be executed and
delivered, to or upon the written order of Warrantholder, and in the name of
Warrantholder or Warrantholder's designee, a stock certificate or stock
certificates representing the number of Warrant Shares to be issued on exercise
of the Warrant(s). If the Warrant Shares shall in accordance with the terms
thereof have become automatically convertible into shares of the Company's
Common Stock prior to the time a Warrant is exercised, the Company shall in lieu
of issuing shares of Common Stock, issue to the Warrantholder or its designee on
exercise of such Warrant, a stock certificate or stock certificates representing
the number of shares of Common Stock into which the Warrant Shares issuable on
exercise of such Warrant are convertible. The certificates issued to
Warrantholder or its designee shall bear any restrictive legend required under
applicable law, rule or regulation. The stock certificate or certificates so
delivered shall be registered in the name of Warrantholder or such other name as
shall be designated in said notice. A Warrant shall be deemed to have been
exercised and such stock certificate or stock certificates shall be deemed to
have been issued, and such holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date that such notice, together with payment of the
aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
evidencing the Warrants to be exercised, is received by the Company as
aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in
part, the Company shall, at the time of delivery of the stock certificates,
deliver to the holder thereof a new Warrant Certificate evidencing the Warrants
that were not exercised or surrendered, which shall in all respects (other than
as to the number of Warrants evidenced thereby) be identical to the Warrant
Certificate being exercised. Any Warrant Certificates surrendered upon exercise
of Warrants shall be canceled by the Company.
Section 8. Adjustment of Number of Warrant Shares Issuable Upon
Exercise of a Warrant and Adjustment of Exercise Price.
A. Adjustment for Stock Splits, Stock Dividends, Recapitalizations. The number
of Warrant Shares issuable upon exercise of each Warrant and the Exercise Price
shall each be proportionately adjusted to reflect any stock dividend, stock
split, reverse stock split, recapitalization or the like affecting the number of
outstanding shares of Common Stock that occurs after the date hereof.
B. Adjustments for Reorganization, Consolidation, Merger. If after the date
hereof, the Company (or any other entity, the stock or other securities of which
are at the time receivable on the exercise of the Warrants), consolidates with
or merges into another entity or conveys all or substantially all of its assets
to another entity, then, in each such case, Warrantholder, upon any permitted
exercise of a Warrant (as provided in Section 7), at any time after the
consummation of such reorganization, consolidation, merger or conveyance, shall
be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise of the Warrant prior to such consummation, the
stock or other securities or property to which such Warrantholder would have
been entitled upon the consummation of such reorganization, consolidation,
merger or conveyance if such Warrantholder had exercised the Warrant immediately
prior thereto, all subject to further adjustment as provided in this Section 8.
The successor or purchasing entity in any such reorganization, consolidation,
merger or conveyance (if other than the Company) shall duly execute and deliver
to Warrantholder a written acknowledgment of such entity's obligations under the
Warrants and this Agreement.
C. Notice of Certain Events.
Upon the occurrence of any event resulting in an adjustment in
the number of Warrant Shares (or other stock or securities or property)
receivable upon the exercise of the Warrants or the Exercise Price, the Company
shall promptly thereafter (i) compute such adjustment in accordance with the
terms of the Warrants, (ii) prepare a certificate setting forth such adjustment
and showing in detail the facts upon which such adjustment is based, and (iii)
mail copies of such certificate to Warrantholder.
D. Adjustment to the Exercise Price.
The Company has the right, in its sole and absolute
discretion, to reduce the Exercise Price. Upon any such determination, the
Company shall notice to the Warrantholder thereof.
Section 9. Reservation of Shares.
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, or its authorized and issued Common Stock held in its treasury,
the aggregate number of the Warrant Shares deliverable upon the exercise of all
outstanding Warrants, for the purpose of enabling it to satisfy any obligation
to issue the Warrant Shares upon the due and punctual exercise of the Warrants,
through 5:00 p.m. on the Warrant Expiration Date.
Section 10. No Impairment.
The Company shall not, by amendment of its certificate of
incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issuance or sale of securities, sale of assets or any other
voluntary action, willfully avoid or seek to avoid the observance or performance
of any of the terms of the Warrants or this Agreement, and shall at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate in order to protect the rights
of Warrantholder under the Warrants and this Agreement against wrongful
impairment. Without limiting the generality of the foregoing, the Company: (i)
shall not set or increase the par value of any Warrant Shares above the amount
payable therefor upon exercise, and (ii) shall take all actions that are
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of the Warrants.
Section 11. Representations and Warranties of Warrantholder.
Warrantholder represents and warrants to the Company that, on
the date hereof and on the date the Warrantholder exercises the Warrant pursuant
to the terms of this Agreement:
(i) Warrantholder is an "accredited investor", as such term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act.
(ii) Warrantholder understands that the Warrants and the Warrant Shares have not
been registered under the Securities Act and acknowledges that the Warrants and
the Warrant Shares must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration
becomes available.
(iii) Warrantholder is acquiring the Warrants for Warrantholder's own account
for investment and not with a view to, or for sale in connection with, any
distribution thereof.
(iv) All the representations made by the
Warrantholder on the date hereof in the
Subscription Agreement between the Company and the Warrantholder shall be true
and correct as of the date the Warrantholder exercises the Warrant.
Section 12. No Rights or Liabilities as Stockholder.
No holder, as such, of any Warrant Certificate shall be
entitled to vote, receive dividends or be deemed the holder of Common Stock
which may at any time be issuable on the exercise of the Warrants represented
thereby for any purpose whatever, nor shall anything contained herein or in any
Warrant Certificate be construed to confer upon the holder of any Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance or otherwise), or to receive notice of
meetings or other actions affecting stockholders or to receive dividend or
subscription rights, or otherwise, until such Warrant Certificate shall have
been exercised in accordance with the provisions hereof and the receipt and
collection of the Exercise Price and any other amounts payable upon such
exercise by the Company. No provision hereof, in the absence of affirmative
action by Warrantholder to purchase Warrant Shares shall give rise to any
liability of such holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
Section 13. Fractional Interests.
The Company shall not be required to issue fractional shares
of Common Stock upon exercise of the Warrants or to distribute certificates that
evidence fractional shares of Common Stock. If any fraction of a Warrant Share
would, except for the provisions of this Section 13, be issuable on the exercise
of a Warrant, the number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being rounded up.
Section 14. Definitions.
Unless the context otherwise requires, the terms defined in
this Section 14, whenever used in this Agreement shall have the respective
meanings hereinafter specified and words in the singular or in the plural shall
each include the singular and the plural and the use of any gender shall include
all genders.
"Business Day" shall mean any day on which banking
institutions are generally open for business in Nevada.
"Common Stock" means the common stock of the Company.
"Exercise Price" shall be the price per Warrant Share at which
Warrantholder is entitled to purchase Warrant Shares upon exercise of any
Warrant determined in accordance with Section 7 and subject to adjustment as
provided in Sections 8 and 16 hereof.
"Person" shall mean any corporation, association, partnership,
joint venture, trust, organization, business, individual, government or
political subdivision thereof or governmental body.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute as at the time in effect, and any
reference to a particular section of such Act shall include a reference to the
comparable section, if any, of such successor federal statute.
Section 15. Notices.
--------
All notices, consents, requests, waivers or other
communications required or permitted under this Agreement (each a "Notice")
shall be in writing and shall be sufficiently given (a) if hand delivered, (b)
if sent by nationally recognized overnight courier, or (c) if sent by registered
or certified mail, postage prepaid, return receipt requested, addressed as
follows:
if to the Company:
American Goldfields Inc.
▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: President
if to Warrantholder, to its address in the Subscription Agreement.
or such other address as shall be furnished by any of the parties hereto in a
Notice. Any Notice shall be deemed given upon receipt.
Section 16. Supplements, Amendments and Waivers; Unilateral Changes by the
Company.
This Agreement may be supplemented or amended only by a
subsequent writing signed by each of the parties hereto (or their successors or
permitted assigns), and any provision hereof may be waived only by a written
instrument signed by the party charged therewith.
The Company shall have the right, in its sole and absolute
discretion, to (i) accelerate the exercise date of this Warrant to a date which
is prior to the eighteenth month anniversary of the date hereof and/or (ii)
reduce the Exercise Price. If the Company exercises its right hereunder, it
shall provide notice thereof to the Warrantholder.
Section 17. Successors and Assigns.
Except as otherwise provided herein, the provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and permitted assigns of the parties hereto. Warrants issued
under this Agreement may be assigned by Warrantholder only to the extent such
assignment satisfies the restrictions on transfer set forth in this Agreement;
any attempted assignment of Warrants in violation of the terms hereof shall be
void AB INITIO.
Section 18. Termination.
This Agreement (other than Sections 7C, 11, and Sections 15
through 26, inclusive, and all related definitions, all of which shall survive
such termination) shall terminate on the earlier of (i) the Warrant Expiration
Date and (ii) the date on which all Warrants have been exercised.
Section 19. Governing Law; Jurisdiction.
A. Governing Law. This Agreement and each Warrant Certificate issued hereunder
shall be governed by and construed in accordance with the laws of the State of
Nevada and the federal laws of the United States and Canada applicable herein.
B. Submission to Jurisdiction. Each party to this Agreement hereby irrevocably
and unconditionally submits, for itself and its property, to the jurisdiction of
the State of Nevada or the province of British Columbia, and any appellate court
from any thereof, as determined by the Company in its sole and absolute
discretion, inespect of actions brought against it as a defendant, in any
action, suit or proceeding arising out of or relating to this Agreement or the
Warrant Certificates and Warrants to be issued pursuant hereto, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action, suit or proceeding may be heard and determined in such courts. Each
of the parties hereto agrees that a final judgment in any such action, suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
C. Venue. Each party hereto irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any action, suit or proceeding
arising out of or relating to this Agreement, or the Warrant Certificates and
Warrants to be issued pursuant hereto, in any court referred to in this
Subsection B. Each of the parties hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action, suit proceeding in any such court and waives any other right to
which it may be entitled on account of its place of residence or domicile.
Section 20. Third Party Beneficiaries.
Each party intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any Person other than the
parties hereto and their successors and permitted assigns.
Section 21. Headings.
The headings in this Agreement are for convenience only and
shall not affect the construction or interpretation of this Agreement.
Section 22. Entire Agreement.
This Agreement, together with the Warrant Certificates and
Exhibits, constitutes the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and shall supersede any prior
agreements and understandings between the parties hereto with respect to such
subject matter.
Section 23. Expenses.
Each of the parties hereto shall pay its own expenses and
costs incurred or to be incurred in negotiating, closing and carrying out this
Agreement and in consummating the transactions contemplated herein, except as
otherwise expressly provided for herein.
Section 24. Neutral Construction.
The parties to this Agreement agree that this Agreement was
negotiated fairly between them at arm's length and that the final terms of this
Agreement are the product of the parties' negotiations. Each party represents
and warrants that it has sought and received legal counsel of its own choosing
with regard to the contents of this Agreement and the rights and obligations
affected hereby. The parties agree that this Agreement shall be deemed to have
been jointly and equally drafting by them, and that the provisions of this
Agreement therefore should not be construed against a party or parties on the
grounds that such party or parties drafted or was more responsible for the
drafting of any such provision(s).
Section 25. Representations and Warranties.
The Company hereby represents and warrants to the
Warrantholder that:
(a) the Company has all requisite corporate power and authority to (i) execute
and deliver this Agreement and (ii) issue and sell the Common Stock upon the
conversion thereof and carry out provisions of this Agreement. All corporate
action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement, the
performance of all obligations of the Company hereunder, and the authorization
(or reservation for issuance), sale and issuance of the Common Stock to be sold
hereunder has been taken or will be taken prior to the date hereof;
(b) this Agreement constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
relating to application affecting enforcement of creditor's rights generally and
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief of other equitable remedies;
(c) the Common Stock issuable upon the conversion thereof that is being
purchased hereunder, when issued, sold and delivered in accordance with the
terms of this Agreement for the consideration expressed herein, will be duly and
validly issued, fully paid and nonassessable and will be free of restrictions on
transfer, other than restrictions on transfer under applicable state and federal
securities laws;
(d) subject in part to the truth and accuracy of Warrantholder's representations
set forth in Section 11 of this Agreement, the offer, sale and issuance of the
Common Stock issuable upon the conversion thereof as contemplated by this
Agreement are exempt from the registration requirements of the Securities Act
and the qualification or registration requirements of any state securities or
other applicable blue sky laws; and
(e) the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in any such
violation, or be in conflict with or constitute, with or without the passage of
time and giving of notice, either a default under any such provision or an event
that results in creation of any lien, charge or encumbrance upon any assets of
the Company or the suspension, revocation, impairment, forfeiture or nonremoval
of any material permit, license, authorization or approval applicable to the
Company, its business or operations or any of its assets or properties.
Section 26. Counterparts.
This Agreement may be executed in counterparts and by
facsimile and each such counterpart shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
AMERICAN GOLDFIELDS INC.
By:
------------------------------
Name:
Title:
Class A Warrant
EXHIBIT A
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH, A WARRANT AGREEMENT BETWEEN AMERICAN
GOLDRUSH CORPORATION AND THE HOLDER OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE COMPANY.
NO. _______ CLASS B WARRANTS
----
FORM OF
Class B Warrant Certificate
AMERICAN GOLDFIELDS INC.
This Warrant Certificate certifies that _____________, a
____________________, is the registered holder of _______ Class B Warrants (the
"Warrantholder") to purchase shares (the "Warrant Shares") of Common Stock of
American Goldfields Inc. (the "Company"). Each Warrant entitles the holder,
subject to the satisfaction of the conditions to exercise set forth in Section 7
of the Warrant Agreement referred to below, to purchase from the Company at any
time or from time to time on and after _________, 2006, or such earlier date as
determined by the Company in its sole and absolute discretion (the "Warrant
Commencement Date") and terminate on or prior to 5:00 p.m. five years thereafter
(the "Warrant Expiration Date") one fully paid and nonassessable Warrant Share
at the Exercise Price set forth in the Warrant Agreement. The number of Warrant
Shares for which each Warrant is exercisable and the Exercise Price are subject
to adjustment as provided in the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants to purchase Warrant Shares and are issued
pursuant to a Warrant Agreement, dated as of ________, 2004 (the "Warrant
Agreement"), between the Company and ___________, which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and Warrantholder.
Warrantholder may exercise vested Warrants by surrendering
this Warrant Certificate, with the Election to Purchase attached hereto properly
completed and executed, together with payment of the aggregate Exercise Price,
at the offices of the Company specified in Section 15 of the Warrant Agreement.
If upon any exercise of Warrants evidenced hereby the number of Warrants
exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or its assignee a new Warrant
Certificate evidencing the number of Warrants not exercised.
This Warrant Certificate, when surrendered at the offices of
the Company specified in Section 15 of the Warrant Agreement, by the registered
holder thereof in person, by legal representative or by attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, for one or more other Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.
The Company may deem and treat the registered holder hereof as
the absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
WITNESS the signatures of the duly authorized officers of the
Company.
Dated: ___________ ___, 2004
AMERICAN GOLDFIELDS INC.
By:
---------------------------
Name:
Title:
FORM OF
Election to Purchase
The undersigned hereby irrevocably elects to exercise
_________ of the Class B Warrants evidenced by the attached Warrant Certificate
to purchase Warrant Shares, and herewith tenders (or is concurrently tendering)
payment for such Warrant Shares in an amount determined in accordance with the
terms of the Warrant Agreement. The undersigned requests that a certificate
representing such Warrant Shares be registered in the name of , whose address is
and that such certificate be delivered to , whose address is . If said number of
Warrants is less than the number of Warrants evidenced by the Warrant
Certificate (as calculated pursuant to the Warrant Agreement), the undersigned
requests that a new Warrant Certificate evidencing the number of Warrants
evidenced by this Warrant Certificate that are not being exercised be registered
in the name of , whose address is
and that such Warrant Certificate be delivered to ,
--------------------
whose address is .
---------------------------------------------------
Dated: ,
--------------------------------- -------------
Name of holder of Warrant Certificate:
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Please Print)
Address: _______________________________________
---------------------------------------
Signature: ______________________________________
Note: The above signature must correspond with
the name as written in the first sentence
of the attached Warrant Certificate in
every particular, without alteration or
enlargement or any change whatever, and if
the certificate evidencing the Warrant
Shares or any Warrant Certificate
representing Warrants not exercised is to
be registered in a name other than that in
which this Warrant Certificate is
registered, the signature above must be
guaranteed.
Signature Guaranteed: _________________________
Dated: ,
------------------------- ----------------