Exhibit 10.2


DATED as of July 24, 2006


 


U.S. GOLD CORPORATION


- and -


EQUITY TRANSFER &
TRUST COMPANY


 






SUPPLEMENTAL INDENTURE


to


WARRANT INDENTURE DATED
FEBRUARY 22, 2006


PROVIDING FOR THE ISSUE
OF UP TO 8,851,000 SHARE PURCHASE WARRANTS






 


 


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 existing under the State of
Colorado (hereinafter called the “Corporation”)


OF
THE FIRST PART


-
and -


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


OF
THE SECOND PART


WHEREAS by way of a purchase warrant
indenture dated February 22, 2006 (the “Principal Indenture”) between the Corporation and the Warrant Agent,
as agent, the Corporation created and authorized for issuance up to 8,851,000
share purchase warrants (the “Purchase
Warrants”), each Purchase Warrant entitling the holder thereof to
purchase one common share of the Corporation (a “Common Share”) at any time prior to February 22, 2011 at a
price of US$10.00;


AND WHEREAS in accordance with Section 10.01(d) and 10.01(h) of the
Principal Indenture, the Corporation and the Warrant Agent desire to amend
Sections 2.01, 5.01 and 7.01 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 Warrant 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, 5.01 and 7.01


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


(b)           Delete Clause 5.01(b); and


(c)           Section 7.01 of the Principal
Indenture is hereby amended by:


(i)                                     deleting
the word “and” at the end of 7.01(n);


(ii)                                  deleting
the symbol “.” at the end of Section 7.01(o) and replacing such symbol with the
following “; and”; and


(iii)                               adding
the following:


“(p)         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 or 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 on which the Corporation announces
its intention to make such issuance.”


ARTICLE 3


ACCEPTANCE BY WARRANT AGENT


3.1                                                                               Acceptance
by Warrant Agent


The
Warrant 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 Warrant 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 and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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