SECURITIES PURCHASE AGREEMENT

Exhibit 10.7

4P Management Partners SA

THE SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER 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 AGREEMENT

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

Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company in the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the Closing Date.

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as these terms are used in and construed under Rule 144, and any investment fund or managed account that is managed on a discretionary basis by the same investment manager as a Purchaser.

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries that would at any time entitle the holder to acquire Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Per Share Purchase Price” equals $0.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares.

“Required Approvals” is defined in Section 3.1(e).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Transaction Documents” means this Agreement, the Warrants and the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing. On the Closing Date, each Purchaser will purchase from the Company, severally and not jointly with the other Purchasers, and the Company will issue and sell to each Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price and (b) the Warrants as determined pursuant to Section 2.2(a)(iii). The aggregate Subscription Amounts for the Shares sold hereunder will be a maximum of $5,000,000. Upon satisfaction of the conditions set forth in Section 2.3, the Closing will occur at the offices of the Company or such other location as the parties will mutually agree.

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iii) a Warrant, registered in the name of the Purchaser, pursuant to which the Purchaser has the right to acquire up to the number of shares of Common Stock equal to 100% of the Shares to be issued to the Purchaser; and

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(a) Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of any Transaction Documents, (ii) a material adverse effect on the results of operations, assets, business, prospects or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations under them. The Company’s execution and delivery of each of the Transaction Documents and its consummation of the transactions contemplated by them have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in their connection other than in connection with the Required Approvals. Each Transaction Documents has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(d) No Conflicts. The Company’s execution, delivery and performance of the Transaction Documents, its issuance and sale of the Shares and its consummation of the other transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations).

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with its execution, delivery and performance of the Transaction Documents, other than (i) the filing with the Commission of the Registration Statement, and (ii) any filings that are required by applicable federal and state securities laws (collectively, the “Required Approvals”).

(f) Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

(g) Private Placement. Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers. The issuance and sale of the Securities does not contravene the rules and regulations of the Trading Market.

(h) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will neither be nor be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company will conduct its business in such a manner that it will not become subject to the Investment Company Act.

(i) Disclosure. The Company confirms that neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information. All disclosure provided to the Purchasers regarding the Company, its business and the transactions contemplated by it furnished by or on behalf of the Company with respect to the representations and warranties are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.

(j) General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(k) Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated and any advice given by any Purchaser or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated by the Company and its representatives.

(l) Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Purchaser acknowledges that the Company does not make or has not made any representations or warranties with respect to the transactions contemplated other than those specifically set forth in this Section 3.1.

3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each of the Transaction Documents to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with these terms, constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as limited by applicable law.

(b) Investment Intent. The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and that Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling any of the Securities, has no present intention of distributing any of such Securities, and has no arrangement or understanding with any other persons regarding the distribution of the Securities (this representation and warranty does not limit the Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Purchaser is acquiring the Securities in the ordinary course of its business. Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

(c) Disclosure of Information. Purchaser carefully reviewed all filings made by the Company with the Commission as of the date of this Agreement and has received and carefully reviewed any information Purchaser has requested from the Company that Purchaser considers necessary or appropriate for deciding whether to acquire the Securities, including, without limitation, all material risk factors relating to the Company. Purchaser further represents that Purchaser has had ample opportunity to ask questions and receive answers from the Company concerning the information and the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given to Purchaser. Purchaser is making its investment in the Company after having reviewed, analyzed, sought professional advice regarding, and fully understanding the risk, uncertainties, and liabilities associated with the Company.

(d) Experience of Such Purchaser. Purchaser, either alone or together with its representatives, is knowledgeable, sophisticated, and experienced in business and financial matters and is capable of evaluating the merits and risks of the prospective investment in the Securities, and has evaluated the merits and risks of the investment. Purchaser is able to bear the economic risk of an investment in the Securities and is able to afford a complete loss of the investment.

(e) General Solicitation. Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) Regulation S.

(i) Purchaser either has been duly formed and is validly existing as a corporation or other legal entity in good standing under the laws of its jurisdiction of incorporation set forth on the signature page to this Agreement or is an individual who is not a citizen or resident of the United States. Purchaser is not organized under the laws of the United States and is not a “U.S. Person” as that term is defined in Rule 902(o) of Regulation S.

(ii) Purchaser was not formed for the purpose of investing in Regulation S securities or for the purpose of investing in the Securities sold under this Agreement. Purchaser is not registered as an issuer under the Securities Act and is not required to be registered with the SEC under the Investment Company Act of 1940, as amended. Purchaser is entering into this Agreement and is participating in the offering of the Shares for its own account, and not on behalf of any U.S. Person as defined in Rule 902(o) of Regulation S.

(iii) The Company has not made an offer to enter into this Agreement to Purchaser in the United States other than as permitted in the case of an account managed by a professional fiduciary resident in the United States within the meaning of Section 902(o)(2) of Regulation S. At the times of the offer and execution of this Agreement and, to the best knowledge of Purchaser, at the time the offering originated, Purchaser was located and resident outside the United States, other than as permitted in the case of an account managed by a professional fiduciary resident in the United States within the meaning of Section 902(o)(2) of Regulation S.

(iv) Neither Purchaser, nor any of its Affiliates, nor any person acting on its behalf or on behalf of any Affiliate has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the Shares or for any securities that are convertible into or exercisable for the common stock of the Company, including, but not limited to, effecting any sale or short sale of the Company’s securities through Purchaser or any of its Affiliates before the expiration of any restricted period contained in Regulation S. To the best knowledge of Purchaser, this Agreement and the transactions contemplated by it are not part of a plan or scheme to evade the registration provisions of the Securities Act, and Purchaser is purchasing the Shares for investment purposes. Purchaser and, to the best knowledge of Purchaser, each distributor, if any, participating in this offering of the Securities have agreed that they will neither offer nor sell any Securities before the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as amended from time to time) to U.S. Persons or for the account or benefit of U.S. Persons, and they will offer or sell any of the Securities only in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Purchaser and its representatives have not conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and will not engage in any Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.

(v) Purchaser acknowledges that following the expiration of any restricted period provided by Rule 903 of Regulation S, any interest in this Agreement or in the Securities sold may be resold within the jurisdiction of the United States or to U.S. Persons as defined in Rule 902(o) of Regulation S by or for the account of the parties only (i) pursuant to a registration statement under the Securities Act, or (ii) if applicable, pursuant to an exemption from registration for sales by a person other than an issuer, underwriter, or dealer as those terms are used in Section 4(1) and related provisions of the Securities Act and regulations or pursuant to another exemption from registration, only following the expiration of any restricted period (if applicable) required by Regulation S. Purchaser acknowledges that this Agreement and the Securities have not been registered under the Securities Act or qualified under state securities laws of the United States and that their transferability within the jurisdiction of the United States is restricted by the Securities Act as well as state laws. Purchaser acknowledges it has received a copy of Regulation S, is familiar with and understands its terms, and has had the opportunity to consult with its legal counsel concerning this Agreement and Regulation S.

The Company acknowledges that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated other than those specifically set forth in this Section 3.2.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or in compliance with Regulation S and Rule 144, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion must be reasonably satisfactory to the Company, to the effect that the transfer does not require registration of the transferred Securities under the Securities Act. As a condition of transfer, any transferee must agree in writing to be bound by the terms of this Agreement and will have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.

(b) The Purchaser agrees to the imprinting, so long as it is required under the Securities Act and the rules and regulations promulgated under it, on any of the Securities any of the following legends or substantially similar legends:

THESE SECURITIES HAVE NOT 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, AS AMENDED (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.

These securities have been issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The securities evidenced by this certificate 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.

4.2 Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless Purchaser has first executed a written agreement regarding the confidentiality and use of the information.

4.3 Use of Proceeds. The Company will use the net proceeds from the sale of the Securities for working capital purposes, current debt and trade payables, and not to redeem any Common Stock or Common Stock Equivalents or to settle any outstanding litigation.

4.4 Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company will continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Shares and Warrant Shares on any exercise of the Warrants.

4.5 Delivery of Securities after Closing. The Company will deliver, or cause to be delivered, the respective Shares and Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days of the Closing Date.

4.6 Resale by Purchaser. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the SEC takes the position that the coverage of short sales of shares of the Common Stock “against the box” before the Effective Date of the Registration Statement with the Shares is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, no Purchaser will use any of the Shares to cover any short sales made before the Effective Date. Further, each Purchaser will comply with any obligations it may have under Regulation M with respect to the resale of the Securities.

ARTICLE V.

MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any party, by written notice to the other parties, if the Closing has not taken place by the end of thirty days from the date of this Agreement; but no termination affects the right of any party to xxx for any breach by the other party (or parties).

5.2 Fees and Expenses. Except as otherwise set forth in this Agreement, each party will pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by the party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company will pay all stamp and other taxes and duties levied in connection with the delivery of the Securities.

5.3 Entire Agreement. The Transaction Documents, together with their exhibits and schedules, contain the entire understanding of the parties with respect to their subject matter and supersede all prior agreements and understandings, oral or written, with respect to these matters, which the parties acknowledge have been merged into the Transaction Documents and their exhibits and schedules.

5.4 Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be in writing and are deemed given and effective on the earliest of (a) the date of transmission, if the notice or communication is delivered via facsimile at the facsimile number set forth on the signature attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b) the next Trading Day after the date of transmission, if the notice or communication is delivered via facsimile at the facsimile number set forth on the signature attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno, Nevada, time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom the notice is required to be given. The address for notices and communications are as set forth on the attached signature pages.

5.5 Amendments Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement is deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement, nor does any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of the right.

5.6 Construction. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement, and cannot be deemed to limit or affect any of the provisions. The language used in this Agreement is deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction can be applied against any party.

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision be enforced by, any other Person.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents must be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law. All legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the Transaction Documents (whether brought against a party or its respective affiliates, directors, officers, shareholders, employees or agents) must be commenced exclusively in the state and federal courts sitting in Reno. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Reno for the adjudication of any dispute in connection with the Transaction Documents, and irrevocably waives, and will not assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that it is an improper or inconvenient venue for the proceeding. The parties waive all rights to a trial by jury. If either party commences an action or proceeding to enforce any provisions of the Transaction Documents, then the non-prevailing party in the action or proceeding will reimburse the prevailing party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of the action or proceeding.

5.10 Execution. This Agreement may be executed in two or more counterparts and delivered to the other parties by any means; and the counterparts, taken together, are considered one and the same agreement, and any electronically delivered signature page is deemed to be an originally signed document.

5.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement are not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute, and upon so agreeing, will incorporate the substitute provision in this Agreement.

5.12 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company will issue or cause to be issued in exchange and substitution for and upon its cancellation, or in lieu of and substitution, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of the loss, theft or destruction and customary and reasonable indemnity, if requested. An applicant for a new certificate or instrument under such circumstances will pay any reasonable third-party costs associated with the issuance of the replacement Securities.

5.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company is entitled to specific performance under the Transaction Documents.

5.14 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under the Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser is responsible in any way for the performance of the obligations of any other Purchaser under the Transaction Documents. Nothing contained in any Transaction Documents, and no action taken by any Purchaser pursuant to them, can be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by the Transaction Documents. Each Purchaser is entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it is not be necessary for any other Purchaser to be joined as an additional party in any proceeding for this purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: 4P Management Partners SA

Country of incorporation or residence: Panama

Signature of Authorized Signatory of Purchaser: /s/ X. Xxxxx

Name of Authorized Signatory: X. Xxxxx

Title of Authorized Signatory: Attorney-in-Fact

Email Address of Purchaser: xxx@xxxxxx.xx

Address for notice of Purchaser: c/o

INTERGLOBE FINANCE SA

General Xxxxxx-Xxxx 00

XX 0000 XXXXXX

Address for delivery of Securities for Purchaser (if not same as above):

INTERGLOBE FINANCE SA

General Xxxxxx-Xxxx 00

XX 0000 XXXXXX

Subscription Amount: $25,000

Shares: 50,000 SHS

Warrant Shares: ________________________________

Date: December 19, 2005

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 1/18/06, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

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:

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in the Registration Statement, as amended or supplemented by any prospectus supplement, whether pre- or post-effective and all material incorporated by reference or deemed to be incorporated by reference in the prospectus.

“Registrable Securities” means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event that affects the Shares or the Warrant Shares.

“Registration Statement” means the registration statements required to be filed hereunder, including the Prospectus, amendments and supplements to the registration statement or Prospectus, whether pre- and post-effective amendments, all exhibits to them, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as this Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as this Rule.

2. Registration. By the Filing Date, the Company will prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Agreement, the Company will use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after its filing, but in any event not later than the earlier of (a) the 180^th calendar day following the date of the Purchase Agreement and (b) the fifth Trading Day following the date on which the Commission notifies the Company that it will not review the Registration Statement or that the Registration Statement is no longer subject to review and comments; and will use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) (the “Effectiveness Period”).

3. Registration Procedures.

(a) Each Holder will furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex A at least five Trading Days before the Filing Date or earlier at the Company’s request; and will furnish, at the Company’s request, a statement certifying the number of shares of Common Stock beneficially owned by the Holder and, if required by the Commission, the name of the Person who has voting and dispositive control over the Shares.

(b) The Company will (i) prepare and file with the Commission the amendments to the Registration Statement as may be necessary to keep the Registration Statement continuously effective for the Registrable Securities for the Effectiveness Period; (ii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any amendment; and (iii) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of Registrable Securities covered by the Registration Statement during the applicable period.

(c) The Company will use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

(d) The Company will use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of the jurisdictions within the United States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption) effective during the Effectiveness Period and to do any other acts or things reasonably necessary to enable the disposition in those jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company is not required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any jurisdiction where it is not then so subject, or file a general consent to service of process in any such jurisdiction.

(e) The Company will comply with all applicable rules and regulations of the Commission.

(f) The Company will notify the Holders immediately, with confirmation in writing, if it receives during the Effectiveness Period a notice from any federal or state regulatory authority of any action that could affect the Holders’ ability to sell the Registrable Securities.

4. Registration Expenses. The Company will bear all fees and expenses that it incurs in performing or complying with this Agreement whether or not any Registrable Securities are sold pursuant to the Registration Statement.

5. Indemnification

(a) Indemnification by Holders. Each Holder will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of the controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based solely upon (i) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or arising out of or relating to any omission or alleged omission of a material fact required to be stated or necessary to make the statements not misleading but only if the untrue statement or omission is contained in written information furnished by the Holder to the Company specifically for inclusion in the Registration Statement.

(b) Conduct of Indemnification Proceedings. If any Proceeding is brought or asserted against any Person entitled to indemnity under this Agreement (an “Indemnified Party”), the Indemnified Party will promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party may assume the defense, including the employment of counsel reasonably satisfactory to the Indemnified Party, and will pay all fees and expenses incurred in connection with defense; but an Indemnified Party’s failure to give the notice does not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, unless a court of competent jurisdiction (whose decision is not subject to appeal or further review) decides that the failure has prejudiced the Indemnifying Party. Notwithstanding the foregoing, an Indemnified Party may employ separate counsel in any Proceeding and participate in the defense, and will bear the expense of the counsel unless (i) the Indemnifying Party has agreed in writing to pay the fees and expenses, (ii) the Indemnifying Party has failed promptly to assume the defense of the Proceeding and to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the named parties to the Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably believes that a material conflict of interest is likely to exist if the same counsel were to represent the Indemnified Party and the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party may not assume the defense and must bear the reasonable fees and expenses of the separate counsel). The Indemnifying Party is not liable for any settlement of any Proceeding without its written consent, which consent cannot be unreasonably withheld. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle any Proceeding that includes an Indemnified Party unless the settlement includes an unconditional release of the Indemnified Party from all liability on the claims that are the subject matter of the Proceeding. The Indemnifying Party will pay all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses incurred in connection with investigating or preparing to defend a Proceeding in a manner consistent with this Section) to the Indemnified Party within ten Trading Days of written notice to the Indemnifying Party.

(c) Contribution. If a claim for indemnification under Section 5(a) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of the Losses, in the proportion that is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in the Losses and any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified Party must be determined by referring to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the action, statement or omission. The amount paid or payable by a party as a result of any Losses is deemed to include, subject to the limitations set out in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by the party in connection with any Proceeding to the extent that the party would have been indemnified for the fees or expenses if the indemnification provided for in this Section 5 was available to the party. The parties agree that it would not be just and equitable if contribution pursuant to this Section 5(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous

(a) Remedies. If the Company or a Holder breaches any of its obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, is entitled to specific performance of its rights under this Agreement.

(b) Compliance. Each Holder will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c) Discontinued Disposition. Each Holder will, when it receives a notice from the Company under Section 3(f), immediately stop selling the Registrable Securities under the Registration Statement until the Holder has received written notice from the Company that the use of the applicable Prospectus may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to departures from its provisions may not be given, unless they are written and signed by the Company and each Holder of the then outstanding Registrable Securities.

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts and delivered to the other parties by any means, each of which when so executed is deemed to be an original and, all of which taken together will constitute one and the same Agreement.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions remain in full force and effect and are in no way affected, impaired or invalidated, and the parties will use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by the term, provision, covenant or restriction. The parties stipulate that they would have executed the remaining terms, provisions, covenants and restrictions without including any that might be declared invalid, illegal, void or unenforceable.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

(l) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder are several and not joint with the obligations of any other Holder, and no Holder can be responsible in any way for the performance of the obligations of any other Holder. Nothing in the Transaction Documents delivered at any Closing, and no action taken by any Holder pursuant to them, can be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder is entitled to protect and enforce its rights and it is not necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

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 50,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 50,000 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 1/18/2006, 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”).

(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 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.

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.

(c) Calculations. All calculations under this Section 3 must be made to the nearest cent or the nearest 1/100^th 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.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

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: _____________________________

EXHIBIT B

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 8,333 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, 4P Management Partners (“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 8,333 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Xxxxxxx Hochwimmer

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 11/28/2005, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Xxxxxxx Hochwimmer

Country of incorporation or residence: Germany

Signature of Authorized Signatory of Purchaser: /s/ Xxxxxx Hochwimmer

Name of Authorized Signatory: Georg Hochwimmer

Title of Authorized Signatory:___________________________________________

Email Address of Purchaser: xxxxxxxxxx@xxxxxxxxxxxxxxx.xx

Address for notice of Purchaser: Am Griesberg 19, X-00000, Xxxxxxxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

______________________________________________________________

Subscription Amount: $13,500

Shares: 27,000

Warrant Shares: 27,000

Date: October 28th, 2005

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 11/28/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 27,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxxx Hochwimmer (“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 27,000 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 11/28/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 2,333 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, Xxxxxxx Hochwimmer (“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 2,333 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 6,777 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, Xxxxxxx Hochwimmer (“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 6,777 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 4/29/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Beskivest Chart Ltd.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 25th November, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Beskivest Chart Ltd.

Country of incorporation or residence: Bahamas

Signature of Authorized Signatory of Purchaser: /s/ Brussels Management Ltd, represented by

/s/ X. XxxXxxxxx

Name of Authorized Signatory: X. XxxXxxxxx for Brussels Management Ltd.

Title of Authorized Signatory: Corporate Director

Email Address of Purchaser: ____________________________________________________

Address for notice of Purchaser: ________________________________________________

Xxxxxxx'x Xxx Xxxxxxxxx Xxxxxx

Xxxx Xxx Xx. & Seaview Drive

P.O. Box CB 10976

Nassau, Bahamas

Address for delivery of Securities for Purchaser (if not same as above):

Subscription Amount: $ 100,000.00

Shares: 200,000 (in total we received 266,666 - special agreement)

Warrant Shares: ________________________________

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 11/25/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 200,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Beskivest Chart Ltd. (“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 200,000 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 12/16/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 44,444 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, Beskivest Chart Ltd. (“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 44,444 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 5/2/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Hannah Hochwimmer

SECURITIES PURCHASE AGREEMENT

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Hannah Hochwimmer

Country of incorporation or residence: Germany

Signature of Authorized Signatory of Purchaser: /s/ Xxxxxx Hochwimmer

Name of Authorized Signatory: Georg Hochwimmer

Title of Authorized Signatory:___________________________________________

Email Address of Purchaser: xxxxxxxxxx@xxxxxxxxxxxxxxx.xx

Address for notice of Purchaser: Am Griesberg 19, X-00000, Xxxxxxxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

______________________________________________________________

Subscription Amount: $13,500

Shares: 27,000

Warrant Shares: 27,000

Date: October 28th, 2005

[Purchasers’ signature pages continue]

REGISTRATION RIGHTS AGREEMENT

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 27,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Hannah Hochwimmer (“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 27,000 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 11/28/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 2,333 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, Hannah Hochwimmer (“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 2,333 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 6,777 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, Hannah Hochwimmer (“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 6,777 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 4/29/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Xxxxx Xxxxxxxxx

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 1/23/2006, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Xxxxx Xxxxxxxxx

Country of incorporation or residence: Switzerland

Signature of Authorized Signatory of Purchaser: /s/ Xxxxx Xxxxxxxxx

Name of Authorized Signatory: Xxxxx Xxxxxxxxx

Title of Authorized Signatory:___________________________________________

Email Address of Purchaser: xxxxxxxxx@x-xxxxxx.xx

Address for notice of Purchaser: Xxxxxxxxx 0, XX-0000, Xxxxxxxxxx, Xxxxxxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

______________________________________________________________

Subscription Amount: $13,500

Shares: 27,000

Warrant Shares: _____________________

Date: January 14th, 2006

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 1/23/06, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 27,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxx Xxxxxxxxx (“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 27,000 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 1/23/2006, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 9,000 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, Xxxxx Xxxxxxxxx (“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 9,000 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Xxxxx Xxxxxx

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of Dec. 19, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Xxxxx Xxxxxx

Country of incorporation or residence:

Signature of Authorized Signatory of Purchaser: /s/ Xxxxx Xxxxxx

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Purchaser: ______Xxxxxxx@xxxxxxx.xxx

Address for notice of Purchaser: 20th floor, 000 Xxxxxxx Xx., Xxxxxxxxx, X.X. X0X 0X0

Address for delivery of Securities for Purchaser (if not same as above):

_______________________________________________________________________

Subscription Amount: $25,000.00

Shares: 50,000

Warrant Shares: ________________________________

Date: Dec. 19, 2005

[Purchasers’ signature pages continue]

Please Register the Shares to:

Xxxxxxx Securities Inc.

IRF Xxxxx Xxxxxx

#0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

Please Deliver the Shares to:

Xxxxxxx Securites Inc.

#0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 12/19/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 50,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxx Xxxxxx (“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 50,000 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 12/20/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 11,111 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, Xxxxx Xxxxxx (“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 11,111 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 5/2/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Xxxxxxx Xxxxxx

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 11/14/2005, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Xxxxxxx Xxxxxx

Country of incorporation or residence: Germany

Signature of Authorized Signatory of Purchaser: /s/ X. Xxxxxx

Name of Authorized Signatory: Xx. Xxxxxxx Xxxxxx

Title of Authorized Signatory:___________________________________________

Email Address of Purchaser: xxxxxx@xxxxxxxxxxxx.xx

Address for notice of Purchaser: xxxxxxxxxxx. 00, 00000 Xxxxxxxx, Xxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

______________________________________________________________

Subscription Amount: $25,000

Shares: 50,000

Warrant Shares: _____________________

Date: November 14th, 2005

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 11/14/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 50,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xx. Xxxxxxx Xxxxxx (“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 50,000 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 11/14/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 8,333 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, Xxxxxxx Xxxxxx (“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 8,333 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

XXXXX-XXXX XXXXXXX

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of November 18th, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: XXXXX-XXXX XXXXXXX

Country of incorporation or residence: Germany

Signature of Authorized Signatory of Purchaser: /s/ Xxxxx-Xxxx Xxxxxxx

Name of Authorized Signatory: Xxxxx-Xxxx Xxxxxxx

Title of Authorized Signatory:

Email Address of Purchaser: xxxxx@xxxxxxx.xxx

Address for notice of Purchaser: Xxxxxxxxxxxxx 0, 00000 Xxxxxx, Xxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

______________________________________________________________

Subscription Amount: $175.000

Shares: 350.000

Warrant Shares: 350.000

Date: November 18th, 2005

[Purchasers’ signature pages continue]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 11/18/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 350,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxx-Xxxx Xxxxxxx (“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 350,000 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 11/17/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

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, Xxxxx-Xxxx Xxxxxxx (“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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Xxxxxx X. Xxxxxx

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 10/12/2005, 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

ARTICLE I.

DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

“Closing” means the closing of the purchase and sale of the Common Stock and the Warrants under Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common shares of the Company with a par value of $0.001 per share, and any securities into which the common shares might be reclassified.

“Effective Date” means the date that the Registration Statement is first declared effective by the Commission.

“Liens” means a lien, charge, security interest, encumbrance, and right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” is defined in Section 3.1(b).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of the attached Exhibit A.

“Required Approvals” is defined in Section 3.1(e).

“Securities” means the Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser under to this Agreement.

“Subscription Amount” means, as to each Purchaser, the amount set below each Purchaser’s signature block on the signature page, in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company and any future direct or indirect subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is quoted or traded on a Trading Market.

“Trading Market” means the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

“Warrants” means the Common Stock Purchase Warrants in the form of the attached Exhibit B.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.2 Deliveries.

(a) On the Closing Date, the Company will deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser;

(iv) the Registration Rights Agreement duly executed by the Company.

(b) On the Closing Date, each Purchaser will deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser’s Subscription Amount by wire transfer as per the wire instructions provided by the Company; and

(iii) the Registration Rights Agreement duly executed by the Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Purchasers are accurate in all material respects when they were made and on the Closing date

(ii) The Purchasers have performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Purchasers have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers in connection with the Closing are subject to each of the following conditions being met:

(i) The representations and warranties of the Company are accurate in all material respects on the Closing Date

(ii) The Company has performed all obligations, covenants and agreements required to be performed by the Closing Date.

(iii) The Company has delivered the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser:

(f) Regulation S.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

ARTICLE V.

MISCELLANEOUS

5.7 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns and is not assignable.

(Signature pages follow.)

In witness whereof, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BULLION RIVER GOLD CORP.	Address for Notice:
By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President	0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxx, XX 00000 Fax: 000-000-0000
With a copy to (which cannot constitute notice):

[Remainder of page intentionally left blank.

Signature pages for purchasers follow.]

[Purchasers’ signature pages to BLRV Securities Purchase Agreement]

In witness whereof, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Xxxxxx X. Xxxxxx

Country of incorporation or residence: Switzerland

Signature of Authorized Signatory of Purchaser: /s/ Xxxxxx X. Xxxxxx

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Purchaser: xxxxxx.xxxxxx@xxxxxx.xx

Address for notice of Purchaser: Xxxxxxxxxxx 00, Xxxx Xxxxx / Xxxxxxxxxxx

Address for delivery of Securities for Purchaser (if not same as above):

to Xxxxxxx & Xxxxxx LLC

00 Xxxxxxxx, Xxx Xxxx, XX 00000-0000

XXX

Subscription Amount: for total US$25,000

Shares: 50,000 +

Warrant Shares: 50,000+

@ 50¢ p. unit

Date: Dec. 19, 2005

[Purchasers’ signature pages continue]

Please Register the Shares to:

Xxxxxxx Securities Inc.

IRF Xxxxx Xxxxxx

#0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

Please Deliver the Shares to:

Xxxxxxx Securites Inc.

#0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this “Agreement”) is made as of 10/12/05, among Bullion River Gold Corp., a Nevada corporation (the “Company”), and the purchasers (each a “Purchaser” and collectively, the “Purchasers”).

1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the same meanings as they have in the Purchase Agreement. As used in this Agreement:

“Effectiveness Period” is defined in Section 2.

“Filing Date” means the 90^th calendar day following the date of the Purchase Agreement.

“Holder” or “Holders” means the holder or holders from time to time of Registrable Securities.

“Indemnified Party” is defined in Section 5(b).

“Indemnifying Party” is defined in Section 5(b).

“Losses” includes all losses, claims, damages, liabilities, costs, attorneys’ fees and expenses.

3. Registration Procedures.

(e) The Company will comply with all applicable rules and regulations of the Commission.

5. Indemnification

6. Miscellaneous

(e) Notices. Any notices or other communications or deliveries required or permitted to be provided hereunder must be made in accordance with the provisions of the Purchase Agreement.

(f) Successors and Assigns. This Agreement inures to the benefit of and binds the successors and permitted assigns of each of the parties and inures to the benefit of each Holder.

(h) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be determined with the provisions of the Purchase Agreement.

(i) Cumulative Remedies. The remedies provided are cumulative and do not exclude any remedies provided by law.

(k) Headings. The headings in this Agreement are for convenience of reference only and do not limit or otherwise affect the meaning.

*************************

In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above.

	BULLION RIVER GOLD CORP.
	By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 50,000 shares of common stock of

BULLION RIVER GOLD CORP.

Dated: Feb 3, 2006

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Xxxxxx Xxxxxx (“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 50,000 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 10/12/2005, 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,

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

To purchase 16,667 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, Xxxxxx Xxxxxx (“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 16,667 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.

2. Exercise.

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

(d) Mechanics of Exercise.

(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.

3. Certain Adjustments.

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.

(e) Authorized Shares.

(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.

(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/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President

NOTICE OF EXERCISE

To: Bullion River Gold Corp.

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: _____________________________

Document Metadata

Table of Contents

SECURITIES PURCHASE AGREEMENT

Document Metadata