Exhibit 10.1


U.S.
GOLD CORPORATION


-
and -


GMP
SECURITIES L.P.


-
and -


EQUITY
TRANSFER & TRUST COMPANY


 


 


SUPPLEMENTAL
INDENTURE


to


Subscription Receipt Indenture
Dated February 22, 2006

Providing for the Issue of up to 16,700,000 Subscription Receipts


 


 


Dated
as of July 24, 2006


Fraser Milner Casgrain LLP









 
  



 


THIS SUPPLEMENTAL INDENTURE made as of the 24th day of July, 2006.


B E T W E E N:


U.S. GOLD CORPORATION, a corporation duly organized and existing under
the State of Colorado (hereinafter called the “Corporation”)


OF THE FIRST PART


- and -


GMP SECURITIES L.P., a partnership existing under the laws of the
Province of Ontario (hereinafter called the “Agent”)




OF THE SECOND PART


- and -


EQUITY TRANSFER & TRUST COMPANY, a trust company
existing under the Trust and Loan Companies
Act (Canada) (hereinafter called the “Subscription Receipt Agent”)


OF THE THIRD PART


WHEREAS by way of a subscription receipt indenture dated February
22, 2006 (the “Principal Indenture”) between the Corporation, the Agent and the Subscription
Receipt Agent, as agent, the Corporation created and authorized for issuance up
to 16,700,000 subscription receipts (the “Subscription
Receipts”), each Subscription Receipt being convertible into one
common share of the Corporation and one-half of one common purchase warrant;


AND
WHEREAS in accordance with Section 9.01(c) and
Section 9.01(g) of the Principal Indenture, the Corporation, the Agent and the
Subscription Receipt desire to amend Sections 2.01, 4.06 and 5.01 of the
Principal Indenture as described below to reflect an additional covenant of the
Corporation;


AND
WHEREAS all things necessary have been done
and performed to authorize the execution of this Supplemental Indenture and to
make the same effective and binding upon the Corporation;


AND WHEREAS the Subscription
Receipt Agent is the successor to the business of Equity Transfer Services
Inc.;


NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES
and it is hereby covenanted, agreed and declared as follows:


ARTICLE 1


SUPPLEMENTAL NATURE OF INDENTURE

AND RELATED MATTERS









 
  



 


1.1                                                                               Definitions


Unless defined herein or the context otherwise
requires or specifies, all expressions and terms used in this Supplemental
Indenture (including recitals) shall, for all purposes hereof, have the same
meaning as ascribed to such expressions and terms in the Principal Indenture.


1.2                                                                               Supplemental Nature of
Indenture


This Supplemental Indenture is an indenture
supplemental to the Principal Indenture within the meaning of the Principal
Indenture, and the Principal Indenture and this Supplemental Indenture shall be
read together and have effect so far as practicable as though all the
provisions thereof and hereof were contained in one instrument.


1.3                                                                               Supplement of Principal
Indenture


The Principal Indenture is hereby amended and
supplemented by the provisions hereof.


1.4                                                                               Supplemental Indenture


The terms “this Supplemental Indenture” and similar
expressions, unless the context otherwise specifies or requires, refer to this
Supplemental Indenture and not to any particular article, section or other
portion thereof, and include any and every instrument supplementary or
ancillary hereto or in implement hereof. 
The terms “Indenture”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder”
and similar expressions refer to the Principal Indenture and every instrument
supplemental or ancillary thereto or in implement thereof, including this
Supplemental Indenture.  The division of
this Supplemental Indenture into articles, sections and other portions thereof
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this Supplemental
Indenture.  Unless the context otherwise
requires or is inconsistent herewith, references to articles or sections are to
articles and sections of this Supplemental Indenture.


1.5                                                                               Confirmation


The parties to this Supplemental Indenture hereby
acknowledge and confirm that, except as specifically amended by the provisions
of this Supplemental Indenture, all the terms and conditions contained in the
Principal Indenture are and remain in full force and effect, unamended, in
accordance with the provisions thereof.


ARTICLE 2


AMENDMENTS


2.1                                                                               Amendments of Sections 2.01,
4.06 and 5.01


(a)           In Section 2.01(a)
of Principal Indenture, delete the word “Indeterminate”;


(b)           Delete clause
4.06(b)(ii); and


(c)           Section 5.01 of the Principal
Indenture is hereby amended by:


(i)                                     adding the following:









 
  



 


“(q)         Rights Offering.  The Corporation will not issue or fix a
record date for the issuance of rights, options or warrants to subscribe for or
purchase Common Shares for securities convertible into or exchangeable for
Common Shares at a price per share (or having a conversion or exchange price
per share) less than 95% of the Current Market Price of the Common Shares on
the earlier of such record date or the date of which the Corporation announces
its intention to make such issuance.”


ARTICLE 3


ACCEPTANCE BY SUBSCRIPTION
RECEIPT


3.1                                                                               Acceptance by Subscription
Receipt Agent


The Subscription Receipt Agent hereby accepts the
trusts in this Supplemental Indenture declared and created and agrees to
perform the same upon the terms and conditions hereinbefore set forth but
subject to the provisions of the Principal Indenture.


ARTICLE 4


MISCELLANEOUS


4.1                                                                               Confirmation of Principal
Indenture


The terms and provisions of the Principal Indenture,
as amended and supplemented by this Supplemental Indenture, are in all respects
confirmed.


4.2                                                                               Enurement


This Supplemental Indenture shall enure to the benefit
of and be binding upon the successors and assigns of the Subscription Receipt
Agent, the Agent and the Corporation, as the case may be.


4.3                                                                               Further Assurances


The parties hereto hereby covenant and agree to
execute and deliver such further and other instruments and to take such further
or other action as may be necessary or advisable to give effect to this
Supplemental Indenture and the provisions hereof.


[signature page follows]









 
  



 


IN WITNESS WHEREOF the parties hereto have executed this Supplemental Indenture under
their respective corporate seals and by the hands of their officers on their
behalf.


	
  

  	
  U.S. GOLD CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R. McEwen

  
	
   

  	
   

  	
  Name: Robert R. McEwen

  
	
   

  	
   

  	
  Title: Chairman & Chief, Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GMP SECURITIES L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Wellings

  
	
   

  	
   

  	
  Name: Mark Wellings

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  EQUITY TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Derrice Richards

  
	
   

  	
   

  	
  Name: Derrice Richards

  
	
   

  	
   

  	
  Title: Senior Advisor Trust Services

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beau Cairns

  
	
   

  	
   

  	
  Name: Beau Cairns

  
	
   

  	
   

  	
  Title: Manager Corporate Services