Exhibit 10.4


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND
ONE DAY AFTER THE LATER OF (i) FEBRUARY 22, 2006, AND (ii) THE DATE THAT THE
ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
U.S. GOLD CORPORATION (“U.S. GOLD”), (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN
COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO U.S. GOLD AN OPINION OF
COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY
TO U.S. GOLD. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


AGENT’S COMPENSATION OPTIONS


 


agent’s compensation options
exercisable to acquire agent’s

warrants exercisable to purchase Common Shares and Warrants


 


of


 


U.S. GOLD CORPORATION


(existing under the laws of the State of
Colorado)


 


THIS IS TO CERTIFY THAT, for valuable
consideration, GMP SECURITIES L.P.,
Suite 1100, 145 King Street West, Toronto, Ontario, M5H 1J8 (the “Agent”) is the registered holder of
1,002,000 agent’s compensation options (the “Agent’s Compensation Options”) of
U.S. Gold Corporation (the “Corporation”), with each Agent’s Compensation
Option entitling the Agent, prior to the Time of Expiry on the Expiry Date,
each as defined in the subscription receipt indenture dated as of February 22,
2006 among the Corporation, the Agent and Equity Transfer Services Inc. (the “Subscription
Receipt Indenture”), upon and subject to the terms and conditions set forth
herein and in the schedules attached hereto which form an integral part hereof
and shall be deemed to be incorporated herein (the whole being referred to as
this “Agent’s Compensation Option Certificate”), to acquire, for no additional
consideration, agent’s warrants (the “Agent’s Warrants”) of the Corporation in
the form set forth in Schedule C attached hereto (together with the schedules
attached thereto, the “Agent’s Warrant Certificate”) entitling the Agent to
subscribe for one unit of the Corporation (a “Unit”) on the terms and subject
to the conditions set forth therein, by delivering to the Corporation at its
registered office this Agent’s Compensation Option Certificate with the
conversion form attached as Schedule B hereto duly completed and executed. Each
Unit will consist of one Common Share and one-half of one Warrant.


 


The Agent shall be entitled to convert up
to 501,000 of the Agent’s Compensation Options represented hereby at any time
prior to the Time of Expiry, provided that any Agent’s Compensation Options not
so converted and the remaining 501,000 Agent’s Compensation Options (the “Remaining
Options”) represented hereby will be deemed converted by the Agent, and the
Agent 


 

















 


shall, without any action on the part of
the holder thereof (including the surrender of this Agent’s Compensation Option
Certificate), be deemed to have subscribed for the Agent’s Warrants, at the
Release Time. For greater certainty, in the event the Release Time does not
occur prior to the Time of Expiry, the Remaining Options shall be void and
deemed to be of no further effect. The Agent’s Warrants will be issued, and an
Agent’s Warrant Certificate will be delivered, to the Agent upon the conversion
or deemed conversion of the Agent’s Compensation Options.


 


The Agent’s Compensation
Options do not entitle the Agent to any rights or interest whatsoever as a
shareholder of the Corporation or any other rights or interest, except as
expressly provided in this Agent’s Compensation Option Certificate.


 


All capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to such
terms in the Subscription Receipt Indenture.


 


This Agent’s Compensation Option Certificate is non-assignable
and non-transferable.


 


If this Agent’s
Compensation Option Certificate or any replacement hereof becomes stolen, lost,
mutilated or destroyed, the Corporation shall, on such terms as it may in its
discretion impose, acting reasonably, issue and deliver a new certificate, in
form identical hereto, evidencing the conversion rights evidenced hereby to
replace the Agent’s Compensation Option Certificate so stolen, lost, mutilated
or destroyed.


 


By acceptance hereof, the
Agent hereby represents and warrants to the Corporation that the Agent is
registered under the Securities Act
(Ontario) or securities legislation in another jurisdiction in Canada as an
adviser or dealer (other than a limited market dealer) and, accordingly, the
Agent is an “accredited investor” within the meaning of applicable securities
legislation, and is acquiring the Agent’s Compensation Options as principal for
its own account, and not for the benefit of any other person.


 


This Agent’s Compensation
Option Certificate shall enure to the benefit of and shall be binding upon the
Agent and the Corporation and their respective successors.


 


This Agent’s Compensation
Option Certificate shall be governed by and construed in accordance with the
laws of the Province of Ontario
and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the
courts of the Province of Ontario.


 


IN WITNESS WHERE OF, the
Corporation has caused this Agent’s Compensation Option Certificate to be
issued in its name by the signature of its duly 
authorized officer in that behalf.


 


DATED as of the 22nd   day of February, 2006.


 


 


	
   

  	
  U.S. GOLD CORPORATION

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  



 


2

















 


SCHEDULE A


 


Additional Terms and Conditions of the Agent’s
Compensation Options


 


1.                                       The Corporation covenants and
agrees that sufficient Agent’s Warrants shall be created, allotted and reserved
for issuance to satisfy the conversion or deemed conversion of the Agent’s
Compensation Options herein provided for, and it will cause the Agent’s
Warrants, issuable hereunder to be issued and delivered as directed by the
Agent.


 


2.                                       The Corporation covenants and
agrees that, so long as the Agent’s Compensation Options are outstanding, it
will at all times reserve out of its unissued Common Shares against the
exercise by the Agent of the Agent’s Warrants a sufficient number of Common
Shares and will ensure that a sufficient number of Warrants shall be created,
allotted and reserved for issuance to enable the Agent to exercise in full its
subscription rights upon the basis and upon the terms and conditions provided
for by the Agent’s Compensation Option Certificate and the Agent’s Warrant
Certificate.


 


3.                                       The Corporation will do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged or
delivered, all acts, deeds, assurances in law as may be reasonably required for
the better accomplishing and effecting of the intentions and provisions of the
Agent’s Compensation Options and the Agent’s Warrant Certificate.


 


4.                                       Any notice to be given
hereunder may be given by delivery to the Agent, or by prepaid registered mail
addressed to the Agent, at the following address:


 


GMP Securities
L.P.

Suite 1100

145 King Street West

Toronto, Ontario

M5H 1J8


 


Attention:  Mark Wellings


 


or to such
other address as the Agent may from time to time in writing notify the
Corporation.


 

















 


SCHEDULE B


 


Conversion Form for the Agent’s
Compensation Options


 


TO:         U.S.
GOLD CORPORATION


 


The undersigned holder of
the Agent’s Compensation Options evidenced by this Agent’s Compensation Option
Certificate hereby converts, for no additional consideration, into
                          
Agent’s Warrants on and subject to the other terms and conditions specified in
the Agent’s Compensation Option Certificate.


 


 


	
   

  	
  GMP SECURITIES L.P.

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


SCHEDULE C


 


Form of Agent’s Warrant Certificate


 


The Agent’s Warrants expire at 5:00 p.m. (Toronto
time) on August 22, 2007.


 


AGENT’S WARRANTS


 


agent’s warrants exercisable

to purchase Common Shares and Warrants


 


of


 


U.S. GOLD CORPORATION

(existing under the laws of the State of
Colorado)


 


THIS IS TO CERTIFY THAT,
for valuable consideration, GMP SECURITIES
L.P., Suite 1100, 145 King Street West, Toronto, Ontario, M5H
1J8 (the “Agent”) is the registered holder of 1,002,000 agent’s
warrants (the “Agent’s Warrants”) of U.S. Gold Corporation (the “Corporation”),
with each Agent’s Warrant entitling the Agent, at any time prior to
5:00 p.m. (Toronto time) on August 22, 2007, upon and subject to the terms
and conditions set forth herein and in the schedules attached hereto which form
an integral part hereof and shall be deemed to be incorporated herein (the
whole being referred to as this “Agent’s Warrant Certificate”), to subscribe
for one unit  of the Corporation (a “Unit”),
with each Unit consisting of one Common
Share as constituted on the date hereof and one-half of one Warrant, with each
whole Warrant entitling the Agent to acquire one Warrant Share upon the terms
and subject to the conditions set forth in the certificates representing the
Warrants to be issued upon any exercise of Agent’s Warrants.


 


The purchase price
payable for each Unit subscribed for upon the exercise of the Agent’s Warrants
shall be US$4.50, subject to adjustment in the events and in the manner set
forth herein.


 


This Agent’s Warrant
Certificate shall become wholly void and the unexercised portion of the Agent’s
Warrants evidenced hereby will expire and terminate at 5:00 p.m. (Toronto time)
on August 22, 2007.


 


This Agent’s Warrant Certificate is non-assignable and
non-transferable.


 


The Warrants issuable
upon any exercise of the Agent’s Warrants represented hereby shall be governed
by the Warrant Indenture and, upon any exercise of the Agent’s Warrants
represented hereby, all certificates representing Warrants issuable in
connection therewith shall be issued in the form attached as Schedule A to the
Warrant Indenture.


 


Certificates representing
fractional Common Shares or Warrants shall not be issued by the Corporation. If
the number of Common Shares or Warrants to which the Agent would otherwise be
entitled upon the exercise of Agent’s Warrants is not a whole number, then the
number of Common Shares or Warrants to be issued to the Agent shall be rounded
down to the next whole number and the Agent shall not be entitled to receive
fractional Common Shares or Warrants or any cash or other consideration in
respect thereof.


 

















 


All Units which shall be
issued upon the exercise of Agent’s Warrants shall be issued to the Agent, upon
payment therefor of the amount at which the Units may at the time be purchased
pursuant to the provisions hereof, and the Agent shall be issued and shall be
deemed to have become the holder of record of such Common Shares and Warrants
comprising the Units on the date of delivery of this Agent’s Warrant
Certificate, together with payment for the Units subscribed for, unless the
transfer books of the Corporation shall be closed on such date, in which event
the Units so subscribed for shall be deemed to be issued, and the Agent shall
be deemed to have become the holder of record of such Common Shares and
Warrants comprising the Units, on the date on which such transfer books are
reopened, and such Units shall be issued at the purchase price in effect on the
date of delivery of this Agent’s Warrant Certificate, together with payment for
the Units subscribed for.


 


The Agent may purchase
less than the number of Units which the Agent is entitled to purchase hereunder
on delivery of this Agent’s Warrant Certificate, in which event a new agent’s
warrant certificate, in form identical hereto except for the number of Agent’s
Warrants represented by such agent’s warrant certificate, representing the
Units not purchased, will be issued to the Agent.


 


The Agent’s Warrants do
not entitle the Agent to any rights or interest whatsoever as a shareholder of
the Corporation or any other rights or interest, except as expressly provided
in this Agent’s Warrant Certificate.


 


All capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to such
terms in the Subscription Receipt Indenture.


 


If this Agent’s Warrant
Certificate or any replacement hereof becomes stolen, lost, mutilated or
destroyed, the Corporation shall, on such terms as it may in its discretion
impose, acting reasonably, issue and deliver a new agent’s warrant certificate,
in form identical hereto, evidencing any unexercised portion of the
subscription rights evidenced hereby to replace the Agent’s Warrant Certificate
so stolen, lost, mutilated or destroyed.


 


The Agent acknowledges
that any Common Shares and Warrants issued upon the exercise of Agent’s
Warrants shall be restricted or unrestricted to the same extent, and shall bear
legends to the same extent, if any, as the Common Shares and Warrants issued
upon conversion of the Subscription Receipts pursuant to the terms of the
Subscription Receipt Indenture.


 


All amounts of money
referred to in this Agent’s Warrant Certificate are expressed in lawful money
of the United States.


 


This Agent’s Warrant Certificate
shall enure to the benefit of and shall be binding upon the Agent and the
Corporation and their respective successors.


 


This Agent’s Warrant
Certificate shall be governed by and construed in accordance with the laws of
the Province of Ontario and the
federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the
courts of the Province of Ontario.


 


2

















 


IN WITNESS WHEREOF the
Corporation has caused this Agent’s Warrant Certificate to be issued in its
name by the signature of its duly 
authorized officer in that behalf.


 


DATED as of the day of
                       
, 200     .


 


	
   

  	
  U.S. GOLD CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


3

















 


SCHEDULE D


 


Additional Terms and Conditions of the
Agent’s Warrants


 


1.                                       The Corporation covenants and agrees that, so long as the within
Agent’s Warrants are outstanding, it will at all times reserve out of its
unissued Common Shares against the exercise by the Agent of the Agent’s
Warrants a sufficient number of Common Shares and will ensure that a sufficient
number of Warrants shall be created, allotted and reserved for issuance to
enable the Agent to exercise in full its subscription rights upon the basis and
upon the terms and conditions provided for by the Agent’s Warrant Certificate.


 


2.                                       In the event that, at any time prior to, or subsequent to, the issue
to the Agent of this Agent’s Warrant Certificate, there shall have occurred one
or more events which would require an adjustment or adjustments in accordance
with the provisions of section 4.06 of the Subscription Receipt Indenture,
then, notwithstanding anything to the contrary herein and notwithstanding that
the Agent’s Warrants represented hereby may not have been issued to the Agent
at the applicable time, at the time of the issue of Units upon any exercise of
this Agent’s Warrant, the same adjustment or adjustments in accordance with the
Subscription Receipt Indenture shall be made to the number of Units issuable
upon any exercise of the Agent’s Warrants represented hereby and/or the
exercise price of such Agent’s Warrants as is equitable, mutatis
mutandis, as if such Agent’s Warrants were Subscription Receipts
governed by the Subscription Receipt Indenture.


 


3.                                       The Corporation will do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged or delivered, all acts, deeds, assurances in
law as may be reasonably required for the better accomplishing and effecting of
the intentions and provisions of the Agent’s Warrant Certificate.


 


4.                                       Any notice to be given hereunder may be given by delivery to the
Agent, or by prepaid registered mail addressed to the Agent, at the following
address:


 


GMP Securities L.P.

Suite 1100

145 King Street West

Toronto, Ontario

M5H 1J8


 


Attention:  Mark
Wellings


 


or to such
other address as the Agent may from time to time in writing notify the
Corporation.


 

















 


SCHEDULE E


 


Subscription Form for the Agent’s Warrants


 


TO:         U.S.
GOLD CORPORATION


 


The undersigned hereby
subscribes for
                  
Units (or such number of Units or other securities to which such subscription
entitles it in lieu thereof or in addition thereto under the provisions of the
Agent’s Warrant Certificate dated as of the        
day of
                    
, 200         ) at the purchase
price per Unit of US$4.50 (or at such purchase price per share as may be in
effect under the provisions of the Agent’s Warrant Certificate) and on and
subject to the other terms and conditions specified in the Agent’s Warrant
Certificate and hereunder and encloses herewith the certified cheque, bank
draft or money order or has transmitted good same day funds by wire or other
similar transfer in lawful money of the United States payable to or to the
order of U.S. Gold Corporation in payment of the subscription price.


 


The undersigned hereby
directs that the Units subscribed for hereunder are to be issued and delivered
as follows:


 


	
  Name in Full

  	
   

  	
  Number of

  Common Shares

  	
   

  	
  Number of Warrants

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


DATED this
            day of
                     
, 200       .


 


 


	
   

  	
  GMP SECURITIES L.P.

  
	
   

  	
  By: