ARTICLE I. DEFINITIONSSecurities Purchase Agreement • November 30th, 2007 • Bullion River Gold Corp • Metal mining
EXHIBIT 4.1 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. THESE SECURITIES ARE ISSUED IN RELIANCE UPON AN...Security Agreement • January 8th, 2008 • Bullion River Gold Corp • Metal mining
EMPLOYMENT AGREEMENT BETWEEN BULLION RIVER GOLD CORP. AND TIMOTHY A. CALLAWAYEmployment Agreement • July 2nd, 2008 • Bullion River Gold Corp • Metal mining • California
EXHIBIT 10.1 UNIT PURCHASE AGREEMENT The undersigned (hereinafter "Purchaser") hereby wishes to purchase, and Bullion River Gold Corp., a Nevada corporation (the "Company"), wishes to sell, units of securities (the "Units") each comprised of (i) one...Unit Purchase Agreement • January 8th, 2008 • Bullion River Gold Corp • Metal mining • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2006 • Bullion River Gold Corp • Metal mining
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of _____________________, 2005, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
WHEREAS:Private Placement Agreement • May 16th, 2008 • Bullion River Gold Corp • Metal mining • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Bullion River Gold Corp • Metal mining
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date of this Agreement among the Company and the Purchasers (the “Purchase Agreement”). The Company and the Purchasers agree that:
12% UNSECURED CONVERTIBLE DEBENTURE DUE October 1, 2008Convertible Security Agreement • November 14th, 2006 • Bullion River Gold Corp • Metal mining • Nevada
This 12% Unsecured Convertible Debenture is one of a series of duly authorized and issued Unsecured Convertible Debentures of Bullion River Gold Corp., a Nevada corporation, having a principal place of business at 3500 Lakeside Court, Suite 200, Reno, NV 89509 (the “Company”), designated as its 12% Unsecured Convertible Debenture, due October 1, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
ATTACHMENT 1Securities Agreement • April 3rd, 2007 • Bullion River Gold Corp • Metal mining
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2006 • Bullion River Gold Corp • Metal mining • California
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2005, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
AGREEMENT, INCLUDING PROMISSORY NOTE (herein, the "Agreement") (Short Term)Promissory Note • April 3rd, 2007 • Bullion River Gold Corp • Metal mining
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, Bullion River Gold Corporation ("Maker") PROMISES TO PAY John Cade ("Holder") the principal sum of $150,000.00, subject to the following terms and conditions:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2006 • Bullion River Gold Corp • Metal mining • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2006 among Bullion River Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ASSIGNMENT AGREEMENTAssignment Agreement • March 2nd, 2004 • Bullion River Gold Corp • Water supply • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2006 • Bullion River Gold Corp • Metal mining • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2006 among Bullion River Gold Corp., a Nevada corporation (the “Company”), and Elton Participation Corp., a British Virgin Islands corporation (including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of BULLION RIVER GOLD CORP.Common Stock Purchase Warrant • February 1st, 2006 • Bullion River Gold Corp • Metal mining
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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third 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 will be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2007 • Bullion River Gold Corp • Metal mining • Nevada
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 Agreement • December 16th, 2005 • Bullion River Gold Corp • Metal mining
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.
EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2007 • Bullion River Gold Corp • Metal mining
This registration rights agreement (this “Agreement”) is made as of March 30, 2007, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2006 • Bullion River Gold Corp • Metal mining • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2006 among Bullion River Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”)Securities Purchase Agreement • March 21st, 2007 • Bullion River Gold Corp • Metal mining
THE PARTIES AGREE THAT the Securities Purchase Agreement dated March 12, 2007, by and between the Company and Purchaser is amended to add the following language to paragraph 2.2:
COMMON STOCK PURCHASE WARRANT Warrant#:_______________________ To purchase __________ shares of common stock of BULLION RIVER GOLD CORP. Dated: ____________________, 2006Common Stock Purchase Warrant • November 14th, 2006 • Bullion River Gold Corp • Metal mining
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).
COMMON STOCK PURCHASE WARRANT To purchase __________ shares of common stock of BULLION RIVER GOLD CORP. Dated: January __, 2008Common Stock Purchase Warrant • January 28th, 2008 • Bullion River Gold Corp • Metal mining
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).
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...Security Agreement • November 14th, 2006 • Bullion River Gold Corp • Metal mining
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.
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...Security Agreement • February 1st, 2006 • Bullion River Gold Corp • Metal mining
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.
PLEDGE AGREEMENTPledge Agreement • August 8th, 2006 • Bullion River Gold Corp • Metal mining • Nevada
This Pledge Agreement (this “Agreement”), dated as of August 3, 2006, among Bullion River Gold Corp., a Nevada corporation (“Pledgor”) and Elton Participation Corp., a British Virgin Islands corporation (the“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2006 • Bullion River Gold Corp • Metal mining
This Securities Purchase Agreement (this “Agreement”) is dated as of 1/18/2006, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
AMENDMENT TO DEBENTURESecured Convertible Debenture Amendment • March 21st, 2007 • Bullion River Gold Corp • Metal mining
THE PARTIES (COMPANY AND HOLDER) AGREE THAT the Secured Convertible Debenture (the Debenture) dated March 12, 2007, by and between Company and Holder is amended to modify the repayment date specified in the second paragraph of the Debenture (which starts with the words “FOR VALUE RECEIVED…”) as follows:
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • January 28th, 2008 • Bullion River Gold Corp • Metal mining • Nevada
The undersigned (hereinafter “Purchaser”) hereby wishes to purchase, and Bullion River Gold Corp., a Nevada corporation (the “Company”), wishes to sell, units of securities (the “Units”) each comprised of (i) one share of Common Stock of the Company, par value $0.001 per share (“Common Stock”), and (ii) one warrant to purchase one share of Common Stock in the form of that attached hereto as Exhibit A pursuant to the terms of this Unit Purchase Agreement.
