Exhibit 10.28


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”)
is made and entered into as of this 22nd day of February, 2006 by
and among U.S. Gold Corporation, a corporation incorporated under the laws of
Colorado (the “Company”) and GMP Securities L.P. (“GMP”) on behalf of each
purchaser in the offering by the Company of Subscription Receipts and in
connection with the agency agreement, dated February 22, 2006 (the “Agency
Agreement”), between the Company, GMP and Griffiths McBurney Corp. (together
with GMP, the “Agent”).


 


The parties hereby agree as follows: 


 


1. Certain
Definitions.


 


Capitalized terms used but not otherwise defined in
this Agreement shall have the meanings ascribed to such terms in the Agency
Agreement. As used in this Agreement, the following terms shall have the
following meanings:


 


“Affiliate” means, with respect to any person,
any other person that directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such person.


 


“Business Day” means a day, other than a
Saturday or Sunday, on which banks in Toronto are open for the general
transaction of business.


 


“Common Shares” shall mean the Company’s shares
of common stock, no par value, and any securities into which such shares may hereinafter
be reclassified.


 


“Effective
Date” shall mean the date a Registration Statement is declared effective by
the SEC. 


 


“Investors”
shall mean the Purchasers, Subscribers and the Agent. 


 


“NASD”
means National Association of Securities Dealers, Inc.


 


“Offering” shall mean the offering of
Subscription Receipts in the provinces of Ontario and Quebec, the United States
and elsewhere in accordance with the terms of the Agency Agreement.


 


“Offering
Price” shall mean a price of US$4.50 per Subscription Receipt in the
Offering.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus.


 


“Purchasers”
shall mean the purchasers in connection with the initial public offering in
Canada pursuant to the Canadian Final Prospectus and any Affiliate or permitted
transferee of any Purchaser who is a subsequent holder of any Restricted
Security.


 


“Register,”
“registered” and “registration” refer to a registration made by
preparing and filing a Registration Statement or similar document in compliance
with the 1933 Act, and the declaration or ordering of effectiveness of such
Registration Statement or document.


 


“Registrable
Securities” shall mean (i) the Unit Shares, (ii) the Warrants, (iii) the
Warrant Shares, (iv) the Compensation Option, (v) the Broker Shares, (vi) the
Broker Warrants, (vii) the Broker Unit Warrants, (viii) the Broker
Unit Warrant Shares, any (ix) other securities issued or issuable with
respect to or in exchange for Registrable Securities.


 


“Registration
Statement” shall mean any registration statement of the Company filed under
the 1933 Act that covers the resale of any of the Registrable Securities pursuant
to the provisions of this Agreement, amendments


 

















 


and
supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such
Registration Statement.


 


“Regulation
D” means Regulation D adopted by the SEC under the 1933 Act.


 


“Regulation
S” means Regulation S adopted by the SEC under the 1933 Act.


 


“Restricted
Security” shall have the meaning ascribed thereto in Rule 144(a)(3) of
the 1933 Act.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Subscribers” shall mean the subscribers
identified in the Subscription Agreements and any Affiliate or permitted
transferee of any Subscriber who is a subsequent holder of Registrable
Securities.


 


“Subscription Receipts” means the subscription
receipts issued by the Company in its offering of subscription receipts.


 


“Units” means the units in the capital of the
Company issued upon conversion of the Subscription Receipts, each Unit
consisting of one Unit Share and one-half of one Warrant.


 


“Unit
Share” means the Common Shares issuable upon the conversion of the
Subscription Receipts.


 


“Warrants” means the warrants issued by the
Company pursuant to the Agency Agreement, each whole Warrant entitling the holder
to purchase one Common Share of the Company at a price of US$10.00 per share at
any time before 5:00 p.m. (Mountain time) on February 21, 2011.


 


“1933 Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


“1934 Act” means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.


 


2.             Registration.


 


(a)            Registration
Statements. Promptly following the closing of the purchase and sale of the
securities contemplated by the Subscription Agreements and the Agency Agreement
(the “Closing Date”) but no later than March 31, 2006, the Company shall
prepare and file with the SEC a Registration Statement on Form S-l or SB-2
(or, if Form S-l or SB-2 is not then available to the Company, on such form of
registration statement as is then available to effect a registration for resale
of the Registrable Securities), covering the resale of the Registrable
Securities in an amount at least equal to the aggregate of the Registrable
Securities.  Such Registration Statement
also shall cover, to the extent allowable under the 1933 Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional
shares of Common Shares resulting from stock splits, stock dividends or similar
transactions with respect to the Registrable Securities. The Registration
Statement (and each amendment or supplement thereto, and each request for
acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c)
to the Agent and their counsel prior to its filing or other submission.


 


(b)            Expenses.
The Company shall pay all expenses associated with the registration, including
filing and printing fees, counsel and accounting fees and expenses, costs
associated with clearing the Registrable Securities for sale under applicable
state securities laws, fees and expenses of one Canadian counsel and one United
States counsel to the Agent, on behalf of the Investors and the Investors’
reasonable expenses in connection with the registration.


 


(c)            Effectiveness.


 


(i)             The Company shall use its
reasonable best efforts to have the Registration Statement declared effective
by the SEC as soon as practicable. The Company shall notify the Investors by
facsimile or e-mail as


 

















 


promptly
as practicable, and in any event, within three (3) Business Days, after
the Registration Statement is declared effective and shall simultaneously
provide the Investors with copies of any related Prospectus to be used in
connection with the sale or other disposition of the securities covered
thereby, if required by the Investors.


 


(ii)           No
more than three (3) times in any twelve (12) month period for an aggregate
of not more than thirty (30) days, the Company may delay the disclosure of
material non-public information concerning the Company, by suspending the use
of any Prospectus included in any registration statement contemplated by this Section containing
such information, the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company as evidenced in writing, in
the best interests of the Company (an “Allowed Delay”); provided, that the
Company shall promptly (a) notify the Investors in writing of the
existence of (but in no event, without the prior written consent of an
Investor, shall the Company disclose to such Investor any of the facts or
circumstances regarding) material non-public information giving rise to an
Allowed Delay, and (b) advise the Investors in writing to cease all sales
under the Registration Statement until the end of the Allowed Delay.


 


3.             Company
Obligations. The Company will use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the terms hereof,
and pursuant thereto the Company will:


 


(a)            use its best efforts to cause the
Registration Statement to become effective and use its best efforts to keep the
registration statement continuously effective for a period that will terminate
upon the earlier of (i) the date on which all Registrable Securities covered by
such Registration Statement, as amended from time to time, have been sold, and (ii) the
date on which all Registrable Securities covered by such Registration Statement
may be sold pursuant to Rule 144(k) under the 1933 Act;


 


(b)           prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement and the
Prospectus as may be necessary to keep the Registration Statement
effective for the period specified in Section 3(a) and to comply with
the provisions of the 1933 Act and the 1934 Act with respect to the
distribution of all of the Registrable Securities covered thereby;


 


(c)            provide copies to and permit the
counsel designated by the Agent on behalf of the Investors to review each
Registration Statement and all amendments and supplements thereto prior to
their filing with the SEC and not file any document to which such counsel
reasonably objects; provided, however, that the period from the date of any
such objection of counsel through the date on which such objection is resolved
by the Company in good faith shall extend by an equal number of days, any
deadlines which the Company is obligated to meet hereunder or under the
Subscription Receipt Agreement;


 


(d)           furnish to the Investors and their
legal counsel (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company copies of any Registration
Statement and any amendment thereto, each preliminary prospectus and Prospectus
and each amendment or supplement thereto, and each letter written by or on
behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence
from the SEC or the staff of the SEC, in each case relating to such
Registration Statement (other than any portion of any thereof which contains information
for which the Company has sought confidential treatment), and (ii) such
number of copies of a Prospectus, including a preliminary prospectus, and all
amendments and supplements thereto and such other documents as each Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Investor that are covered by the related Registration Statement;


 


(e)            use
its best efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness and (ii) if such order is issued, obtain the
withdrawal of any such order at the earliest possible moment;


 


(g)            use
its best efforts to cause all Common Shares covered by a Registration Statement
to be listed on the Toronto Stock Exchange;


 


(h)            immediately notify the Investors, at
any time when a Prospectus relating to Registrable Securities is required to be
delivered under the 1933 Act, upon discovery that, or upon the happening of any
event as a result of which, the Prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements


 

















 


therein not
misleading in light of the circumstances then existing, and at the request of
any such holder, promptly prepare and furnish to such holder a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the Investors of such Registrable
Securities, such Prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be slated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(i)            otherwise
use its best efforts to comply with all applicable rules and regulations
of the SEC under the 1933 Act and the 1934 Act, take such other actions as may be
reasonably necessary to facilitate the registration of the Registrable
Securities hereunder, and make available to its security holders, as soon as
reasonably practicable, but not later than the due date for reports due under Section 13
or 15(d) of the Exchange Act, an earnings statement covering a period of
at least twelve (12) months, beginning after the effective date of each
Registration Statement, which earnings statement shall satisfy the provisions
of Section 11 (a) of the 1933 Act, including Rule 158
promulgated thereunder (for the purpose of this subsection 3(i), the
Company shall be deemed to have satisfied the requirements of this paragraph by
filing such reports as are required by Section 13(a) or 15(d) of
the Exchange Act within the time required for filing those reports, including
its annual report on Form 10-K or Form 10-KSB and its quarterly
reports on Form 10-Q or 10-QSB; and


 


(j)            with
a view to making available to the Investors the benefits of Rule 144 (or
its successor rule) under the 1933 Act and any other rule or regulation of
the SEC that may at any time permit the Investors to sell Common Shares to
the public without registration, the Company covenants and agrees to: (i) make
and keep public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) six months after such
date as all of the Registrable Securities may be resold pursuant to Rule 144(k)
or any other rule of similar effect or (B) such date as all of the
Registrable Securities shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
1934 Act; and (iii) furnish to each Investor upon request, as long as such
Investor owns any Registrable Securities, (A) a written statement by the
Company that it has complied with the reporting requirements of the 1934 Act, (B) a
copy of the Company’s most recent annual report on Form 10-K or 10-KSB (or
such other form then available to the Company), and (C) such other
information as may be reasonably requested in order to avail such Investor
of any rule or regulation of the SEC that permits the selling of any such Registrable
Securities without registration.


 


The Company will not be
required to take any actions required under this Section 3 that are not,
in the written opinion of counsel for the Company, satisfactory to the
Investors acting reasonably, in compliance with applicable law.


 


4.             Due
Diligence Review; Information. The Company shall make available at its
office in Toronto, during normal business hours, for inspection and review by
the Investors, advisors to and representatives of the Investors (who may or
may not be affiliated with the Investors and who are reasonably acceptable
to the Company) any blue sky, NASD or other filing, all financial and other
records and other filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose
of such review, and cause the Company’s officers, directors and employees,
within a reasonable time period, to supply all such information reasonably
requested by the Investors or any such representative, advisor or underwriter
in connection with such Registration Statement (including, without limitation,
in response to all questions and other inquiries reasonably made or submitted
by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling
the Investors and such representatives, advisors and underwriters and their
respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of such Registration
Statement.


 


The Company shall not disclose material nonpublic
information to the Investors, or to advisors to or representatives of the
Investors, unless prior to disclosure of such information the Company
identifies such information as being material nonpublic information and
provides the Investors, such advisors and representatives with the opportunity
to accept or refuse to accept such material nonpublic information for review
and any Investor wishing to obtain such information enters into an appropriate
confidentiality agreement with the Company with respect thereto.


 

















 


5.             Obligations of the Investors.


 


(a)            Each
Investor, by its acceptance of the Registrable Securities agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of a Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude all of
its Registrable Securities from such Registration Statement.


 


(b)           Specifically,
it shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to the Registrable
Securities that the Investor furnish to the Company information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such securities and shall execute such
documents in connection with such registration as the Company may reasonably
request.


 


(c)            Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of an event pursuant to Section 3(e) hereof, such Investor will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities, until the Investor’s
receipt of the copies of the supplemented or amended prospectus filed with the
SEC and declared effective and, if so directed by the Company, the Investor
shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the Investor’s
possession of the Prospectus covering the Registrable Securities current at the
time of receipt of such notice.


 


6.             Indemnification.


 


(a)            Indemnification by the Company.
The Company will indemnify and hold harmless each Investor and its officers,
directors, members, employees and agents, successors and assigns, and each
other person, if any, who controls such Investor within the meaning of the 1933
Act, against any losses, claims, damages or liabilities, joint or several, to
which they may become subject under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, any
preliminary prospectus or Prospectus contained therein, or any amendment or
supplement thereof, or the omission or alleged omission to state therein a
material fact required to be staled therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; (ii) any blue sky application or other document executed by
the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue
Sky Application”); (iii) any violation by the Company or its agents of any
rule or regulation promulgated under the 1933 Act applicable to the Company
or its agents and relating to action or inaction required of the Company in
connection with such registration; or (iv) any failure to register or
qualify the Registrable Securities included in any such Registration in any
state where the Company or its agents has affirmatively undertaken or agreed in
writing that the Company will undertake such registration or qualification on a
Investor’s behalf (the undertaking of any underwriter chosen by the Company
being attributed to the Company) and will reimburse such Investor, and each
such officer, director or member and each such controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case if and to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by such Investor or
any such controlling person in writing specifically for use in such
Registration Statement or Prospectus.


 


(b)            Indemnification by the Investors.
In connection with any registration pursuant to the terms of this Agreement,
each Investor will furnish to the Company in writing such information as the
Company reasonably requests concerning the holders of Registrable Securities or
the proposed manner of distribution for use in connection with any Registration
Statement or Prospectus and agrees, severally but not jointly, to indemnify and
hold harmless, to the fullest extent permitted by law, the Company, its
directors, officers, employees, stockholders, agents and each person who
controls the Company (within the meaning of the 1933 Act) against any losses,
claims, damages, liabilities and expense (including reasonable attorney fees)
resulting from any untrue statement of a material fact or an alleged untrue
statement of a material fact or any omission of a material fact or an alleged


 

















 


omission of a
material fact required to be stated in the Registration Statement or Prospectus
or preliminary prospectus or amendment or supplement thereto or necessary to
make the statements therein not misleading, to the extent, but only to the
extent that such untrue statement or omission or alleged untrue statement or
omission or is contained in any information furnished in writing by such
Investor to the Company specifically for inclusion in such Registration
Statement or Prospectus or amendment or supplement thereto. In no event shall
the liability of a Investor be greater in amount than the dollar amount of the
proceeds received by such Investor upon the sale of the Registrable Securities
included in the Registration Statement giving rise to such indemnification
obligation.


 


(c)            Conduct
of Indemnification Proceedings. Any person entitled to indemnification
hereunder shall (i) give prompt notice to the indemnifying party of any
claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and
to participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying
party has agreed to pay such fees or expenses, or (b) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel
reasonably satisfactory to such person or (c) in the reasonable judgment
of any such person, based upon written advice of its counsel, a conflict of
interest exists between such person and the indemnifying party with respect to
such claims (in which case, if the person notifies the indemnifying party in
writing that such person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to
assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except
to the extent that such failure to give notice shall materially adversely
affect the indemnifying party in the defense of any such claim or litigation.
It is understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the prior written consent of
the indemnified party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.


 


(d)           Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and
(b) is unavailable to an indemnified party or insufficient to hold it
harmless, other than as expressly specified therein, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party
as a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations. No
person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of
the 1933 Act shall be entitled to contribution from any person not guilty of
such fraudulent misrepresentation. In no event shall the contribution obligation
of a holder of Registrable Securities be greater in amount than the dollar
amount of the proceeds received by it upon the sale of the Registrable
Securities giving rise to such contribution obligation.


 


7.             Miscellaneous.


 


(a)            Amendments and Waivers. This
Agreement may be amended only by a writing signed by the Company and GMP.
The Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or omission to act, of
GMP.


 


(b)            Notices. All notices and
other communications provided for or permitted hereunder shall be made (i) as set
forth in Section 16 of the Agency Agreement and (ii) to each
Subscriber at the address listed on Page 1 of its respective Subscription
Agreements.


 


(c)            Assignments and Transfers by
Investors. The provisions of this Agreement shall be binding upon and inure
to the benefit of the Investors and their respective successors and assigns. An
Investor may transfer or assign, in whole or from time to time in part, to
one or more persons its rights hereunder in connection with the transfer of Registrable
Securities by such Investor to such person, provided that such Investor
complies with all laws applicable thereto and provides written notice of
assignment to the Company promptly after such assignment is effected.


 

















 


(d)           Assignments
and Transfers by the Company. This Agreement may not be assigned by
the Company (whether by operation of law or otherwise) without the prior
written consent of OMP; provided, however, that the Company may assign its
rights and delegate its duties hereunder to any surviving or successor
corporation in connection with a merger or consolidation of the Company with
another corporation, or a sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation, without the
prior written consent of OMP, after notice duly given by the Company to each
Investor.


 


(e)            Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective permitted successors and
assigns of the parties; for greater clarity, the benefit of this Agreement will
also inure to any transferees of Subscription Receipts and Registrable
Securities. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            Counterparts:
Faxes. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may also be executed via
facsimile, which shall be deemed an original.


 


(g)           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting
this Agreement.


 


(h)           Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof but shall
be interpreted as if it were written so as to be enforceable to the maximum
extent permitted by applicable law, and any such prohibition or unenforceable
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the extent permitted by applicable law, the
parties hereby waive any provision of law which renders any provisions hereof
prohibited or unenforceable in any respect.


 


(i)            Further Assurances.
The parties shall execute and deliver all such further instruments and documents
and take all such other actions as may reasonably be required to carry out
the transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained.


 


(j)             Entire-Agreement.
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


 


(k)            Governing
Law; Attornment to Ontario. This Agreement shall be governed by and
construed in accordance with the laws of Ontario and the laws of Canada
applicable therein. Any and all disputes arising under this Registration Rights
Agreement, whether as to interpretation, performance or otherwise, shall be
subject to the exclusive jurisdiction of the courts of the Province of Ontario
and each of the parties hereto hereby irrevocably attorns to the jurisdiction
of the courts of such province.


 


IN WITNESS WHEREOF, the parties have executed this
Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


GMP
SECURITIES L.P.


 


 


	
  Per:

  	
  /s/ Mark Wellings,
  Director

  	
   

  
	
   

  	
  Authorized Signing
  Officer

  
				



 

















 


The foregoing is
hereby accepted on the terms and conditions therein set forth.


 


 


DATED as of
February 22, 2006.


 


U.S. GOLD
CORPORATION


 


 


	
  Per:

  	
   /s/ Robert R. McEwen

  	
   

  
	
   

  	
  Authorized Signing
  Officer