Exhibit 10.5


 


U.S. GOLD CORPORATION


 


SUBSCRIPTION AGREEMENT FOR SUBSCRIPTION
RECEIPTS


 


	
  TO:

  	
  U.S. GOLD CORPORATION

  
	
  AND TO:

  	
  GMP SECURITIES L.P. (the “Canadian Agent”)

  
	
  AND TO:

  	
  GRIFFITHS McBURNEY CORP. (the “U.S. Agent”)

  



 


The
Subscriber (as hereinafter defined) hereby irrevocably subscribes for and
agrees to purchase from U.S. Gold Corporation (the “Corporation”)
that number of subscription receipts of the Corporation (the “Subscription Receipts”) set out below at a price of US$4.50
per Subscription Receipt. Each Subscription Receipt will entitle the holder
thereof to receive, upon the satisfaction of certain events and as set forth in
Section 3.2 of the attached “Terms and Conditions of Subscription for
Subscription Receipts”, without payment of additional consideration, one unit
of the Corporation (a “Unit”). Each
Unit is to be comprised of one share of common stock of the Corporation (a “Common Share”) and one-half of one common share purchase
warrant (each whole common share purchase warrant, a “Warrant”).
Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) for a period of five years following the
Closing Date (as defined below) at a price of US$10.00 per Warrant. On closing
of the Offering (as defined below), 50% of the proceeds of the Offering will be
held in escrow pending the satisfaction of certain Release Conditions (as
defined below) prior to certain deadlines (as set out herein). The failure of
the Corporation to satisfy the Release Conditions by such deadlines could
result in one or both of (i) a change of the conversion basis of the
Subscription Receipts and (ii) half of the proceeds from the sale of the
Subscription Receipts being returned to the Subscribers, on the terms described
herein. The Subscriber agrees to be bound by the terms and conditions set forth
in the attached “Terms and Conditions of Subscription for Subscription Receipts”
including, without limitation, the representations, warranties and covenants
set forth in the applicable schedules attached thereto. The Subscriber further
agrees, without limitation, that the Corporation, the Canadian Agent and the
U.S. Agent may rely upon the Subscriber’s representations, warranties and
covenants contained in such documents.


 


SUBSCRIPTION AND SUBSCRIBER INFORMATION


 


Please print all information (other than
signatures), as applicable, in the space provided below 


 


	
   

  	
   

  	
  Number of Subscription Receipts:

  	
  xUS$4.50

  
	
  (Name of Subscriber)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Reference (if applicable):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Subscription Cost: 

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  (the “Subscription Amount”)

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Please complete if purchasing as agent or trustee for a principal
  (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as
  trustee or agent for accounts fully managed by it.  

  
	
   

  	
   

  
	
  (Official Capacity or Title – if the Subscriber is not an individual)
  

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name of individual whose signature appears above if different than
  the name of the subscriber printed above.) 

  	
   

  	
   

  
	
  (Name of Disclosed Principal) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Subscriber’s Address, including Municipality and Province)

  	
   

  	
  (Address of Disclosed Principal) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Account Reference, if applicable)

  
	
   

  	
   

  	
   

  
	
  (Telephone Number)      

  	
  (Email Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   Account
  Registration Information: 

  	
   

  	
  Delivery Instructions as set forth below: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name) 

  	
   

  	
  (Name) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Account Reference, if applicable) 

  	
   

  	
  (Account Reference, if applicable) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address, including Postal or Zip Code)

  	
   

  	
  (Address) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Contact Name)

  	
  (Telephone Number)

  
												



 

















 


	
  Number and kind of securities of the Corporation held, directly or
  indirectly, if any:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


TERMS
AND CONDITIONS OF SUBSCRIPTION FOR 

SUBSCRIPTION RECEIPTS


 


ARTICLE 1 -
INTERPRETATION


 


1.1                                                                               Definitions


 


Whenever used in this Subscription
Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following words and phrases shall have the
respective meanings ascribed to them as follows:


 


“Agent” means
the Canadian Agent and the U.S. Agent collectively.


 


“Agency Agreement”
means the agency agreement to be entered into between the Corporation on the
one hand and the Agent on the other, to be dated as of the Closing Date, in
respect of the Offering.


 


“Blue Sky Laws” means the securities laws of
any State.


 


“Broker Warrant”
shall have the meaning ascribed to such term in Section 8.1.


 


“Business Day”
means a day other than a Saturday, Sunday or any other day on which the
principal chartered banks located in the City of Toronto are not open for
business.


 


“Canadian Agent” or “GMP” means GMP Securities L.P.


 


“Closing” shall
have the meaning ascribed to such term in Section 4.1.


 


“Closing Date”
shall have the meaning ascribed to such term in Section 4.1.


 


“Closing Time”
shall have the meaning ascribed to such term in Section 4.1.


 


“Common Shares”
means shares of common stock, par value $.10 per share in the capital of the
Corporation.


 


“Compensation Option” shall have the meaning
ascribed to such term in Section 8.1.


 


 “Corporation” means U.S. Gold Corporation and includes any
successor corporation to or of the Corporation.


 


“Disclosed Principal”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


 


“Escrow Agent” has the
meaning attributed thereto in Section 3.2 hereof.


 


“Escrowed Funds” has the
meaning attributed thereto in Section 3.2 hereof.


 


“Exchange Act” means the
United States Securities Exchange Act of 1934, as amended.


 


“Final Qualification Deadline” has the
meaning attributed thereto in Section 3.2 hereof.


 


“Final Receipt”
means the final receipt for the Prospectus issued by the securities regulatory
authorities in all Jurisdictions.


 


“Initial Qualification Deadline” has the
meaning attributed thereto in Section 3.2 hereof.


 

















 


“Insider” means (a) a director or senior
officer of the Corporation (or a subsidiary of the Corporation), (b) any person
who beneficially owns, directly or indirectly, voting securities of the
Corporation or who exercises control or direction over voting securities of the
Corporation or a combination of both carrying more than 10% of the voting
rights attached to all voting securities of the Corporation for the time being
outstanding or (c) an insider of a person described in (a) or (b) above.


 


“Institutional Accredited Investor” means an accredited investor, as
defined in Rule 501(a)(1), (2), (3) and (7) of the U.S. Securities Act.


 


“Jurisdiction” means all provinces of Canada where the Subscribers
reside.


 


“NI 45-106”
means National Instrument 45-106 - Prospectus and
Registration Exemptions of the Canadian Securities Administrators.


 


“Offering” means
the offering of Subscription Receipts pursuant to this Subscription Agreement
and the Agency Agreement.


 


“person” means
any individual (whether acting as an executor, trustee, administrator, legal
representative or otherwise), corporation, firm, partnership, sole
proprietorship, syndicate, joint venture, trustee, trust, unincorporated
organization or association, and every other form of legal or business entity
of whatever nature of kind, and pronouns have a similar extended meaning.


 


“Prospectus”
means the (final) prospectus of the Corporation to be filed in the
Jurisdictions to qualify the Common Shares and Warrants issuable upon
conversion of the Subscription Receipts and the Broker Warrants issuable upon
the exercise of the Compensation Options.


 


“Public Record” means the Corporation’s
annual report on Form 10-KSB for the year ended December 31, 2004, the
quarterly reports filed on Form 10-QSB for the quarters ended March 31, 2005,
June 30, 2005 and September 30, 2005, the current reports filed on Form 8-K
since January 1, 2005 and the proxy statement dated October 28, 2005.


 


“Registration Statement” means the registration
statement of the Corporation to be filed with the SEC in order to register the
Registerable Securities.


 


“Registerable Securities” means the
Common Shares and Warrants underlying the Subscription Receipts, the Warrant
Shares, the Broker Warrants and the Common Shares and Warrants underlying the
Broker Warrants.


 


“Regulation
D” means Regulation D under the U.S. Securities Act.


 


“Regulation
S” means Regulation S under the U.S. Securities Act.


 


“Release Conditions”
means the conditions to be satisfied prior to automatic conversion of
the Subscription Receipts, which shall be satisfied upon the latest to occur of
the following: (i) the third business day after the date on which a Final
Receipt has been issued; (ii) the completion and filing via SEDAR of a current
technical report regarding the Tonkin Springs gold project that complies with
National Instrument 43-101 – Standards of
Disclosure for Mineral Projects of the Canadian Securities
Administrators; (iii) the common shares of the Corporation being listed for
trading on the Toronto Stock Exchange; (iv) the effectiveness of the
Registration Statement; and (v) the delivery of a 10b-5 opinion, addressed to
the Agent in a form satisfactory to the Agent, acting reasonably, provided by
United States counsel to the Corporation in respect of the Registration
Statement.


 


“Remaining Subscription
Receipts” has the meaning ascribed to such term in Section 3.2
hereof.


 


“Rule 144” means Rule
144 under the U.S. Securities Act.


 

















 


“Rule 144A” means Rule
144A under the U.S. Securities Act.


 


“SEC” means the
United States Securities and Exchange Commission.


 


“Securities Laws”
means, as applicable, the securities laws, regulations, rules, rulings and
orders in the Jurisdictions, the applicable policy statements issued by the
securities regulators in the Jurisdictions, the securities laws of the United
States, any applicable States and any jurisdictions outside of Canada and the
United States, the regulations and rules thereunder and the forms prescribed
thereby and the rules of any applicable stock exchange.


 


“State” means any one of the 50 states of the
United States of America or the District of Columbia.


 


“Subscriber”
means the person purchasing the Subscription Receipts as set out on the face
page of this Subscription Agreement and includes, as applicable, each Disclosed
Principal for whom it is acting.


 


“Subscription Agreement”
means this subscription agreement (including any schedules hereto) and any
instrument amending this Subscription Agreement.


 


“Subscription Amount”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


 


“Subscription Receipt Agreement”
shall have the meaning ascribed to such term in Section 3.2.


 


“Subscription Receipts”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


 


“Term Sheet”
means the term sheet attached hereto as Schedule “A”.


 


“United States”
means the United States of America, its territories and possessions, any State
of the United States and the District of Columbia.


 


“Units” shall have the meaning ascribed to such term
on the face page of this Subscription Agreement.


 


“U.S. Agent” means Griffiths McBurney
Corp.


 


“U.S. Institutional Accredited
Investor Status Certificate” means the certificate attached hereto as Schedule “C”
which is required to be completed by a Subscriber who is resident in the United
States


 


“U.S. Person” has
the meaning set forth in Rule 902(k) of Regulation S under the U.S. Securities
Act.


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Warrants” means the common share purchase warrants
of the Corporation that partly comprise the Units, as described on the face
page hereof.


 


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


 


1.2                                                                               Gender and Number


 


Words importing the singular number only shall include the plural and
vice versa, words importing the masculine gender shall include the feminine
gender and words importing persons shall include firms and corporations and
vice versa.


 

















 


1.3                                                                               Currency


 


Unless otherwise specified, all dollar amounts in this Subscription
Agreement, including the symbol “$”, are expressed in U.S. dollars.


 


1.4                                                                               Subdivisions and Headings


 


The division of this Subscription Agreement into Articles, Sections,
Schedules and other subdivisions and the inclusion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Subscription Agreement. The headings in this
Subscription Agreement are not intended to be full or precise descriptions of
the text to which they refer. Unless something in the subject matter or context
is inconsistent therewith, references herein to an Article, Section,
Subsection, paragraph, clause or Schedule are to the applicable article,
section, subsection, paragraph, clause or schedule of this Subscription
Agreement.


 


ARTICLE 2 -
SCHEDULES


 


2.1                                                                               Description of Schedules


 


The following are the Schedules attached to and incorporated in this
Subscription Agreement by reference and deemed to be a part hereof:


 


Schedule “A”       –              Term Sheet


 


Schedule “B”        –              Accredited Investor Status
Certificate


 


Schedule “C”        –              U.S. Institutional Accredited
Investor Status Certificate


 


ARTICLE 3-
SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS


 


3.1                                                                               Subscription for Subscription Receipts


 


The Subscriber hereby confirms its subscription for and offer to purchase
the Subscription Receipts from the Corporation, on and subject to the terms and
conditions set out in this Subscription Agreement, for the Subscription Amount,
which is payable as described in Article 4 hereto.


 


3.2                                                                               Creation and Issuance of Subscription Receipts


 


The Subscription Receipts shall be created
and issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be
entered into between Equity Transfer Services Inc., (the “Escrow Agent”), the Corporation and the Agent
to be dated as of the Closing Date. The specific attributes of the Subscription
Receipts shall be set forth in the Subscription Receipt Agreement.


 


On Closing, 50% of the gross proceeds from
the Offering will be delivered to and held by Escrow Agent and invested in
short term investment grade debt obligations as agreed to by the Corporation
and GMP. The funds held in escrow by the Escrow Agent, together with all
interest and other income earned thereon, are referred to herein as the “Escrowed Funds”.


 


The Subscription Receipts will automatically
convert into Units upon satisfaction of the Release Conditions, without any
action, including additional payment, required on the part of the holders
thereof. Upon the satisfaction of all of the Release Conditions, the Escrowed
Funds shall be released by the Escrow Agent to the Company.


 


If any of the Release Conditions has not been
satisfied on or prior to 5:00 p.m. (Mountain time) on that date which is 183
days following the Closing Date, each Subscription Receipt shall thereafter be
convertible into 1.1 Common Shares (in lieu of one Common Share) and 0.55
Warrants (in lieu of 0.5 


 

















 


Warrants). If any of the Release Conditions have not been satisfied
prior to 5:00 p.m. (Mountain time) on that date that is twelve months following
the Closing Date (the “Initial Qualification
Deadline”), the Escrowed Funds shall be returned by the Escrow
Agent, on behalf of the Corporation, to the holders of the Subscription
Receipts in exchange for the delivery to the Corporation of 50% of the
outstanding Subscription Receipts held by each holder. The remaining 50% of the
Subscription Receipts not returned to the Company on the Initial Qualification
Deadline (the “Remaining Subscription Receipts”)
shall remain outstanding until the earlier of: (i) 18 months following the
Closing Date (the “Final Qualification
Deadline”); and (ii) the satisfaction by the Company, or the waiver
by the Agent, of each of the Release Conditions. If any of the Release
Conditions have not been satisfied prior to 5:00 p.m. (Mountain time) on the
Final Qualification Deadline, the Remaining Subscription Receipts shall be
deemed to be exchanged into Units in accordance with the provisions of the
Subscription Receipt Agreement.


 


The Term Sheet, a copy of which is attached
hereto as Schedule “A”, summarizes the terms of the Subscription Receipts. The
description of the Subscription Receipts contained in the Term Sheet and this
Subscription Agreement is a summary only and is qualified in its entirety by
the Subscription Receipt Agreement. In the event of any inconsistency between
the provisions hereof and the provisions of the Subscription Receipt Agreement,
the provisions of the Subscription Receipt Agreement shall prevail and take
precedence.


 


3.3                                                                               Acceptance and Rejection of Subscription by the
Corporation


 


The Subscriber acknowledges and agrees that the Corporation reserves
the right, in its absolute discretion, to reject this subscription for Subscription
Receipts,
in whole or in part, at any time prior to the Closing Time. If this
subscription is rejected in whole, any cheques or other forms of payment
delivered to the Agent representing the Subscription Amount will be promptly
returned to the Subscriber without interest or deduction. If this subscription
is accepted only in part, a cheque representing any refund of the Subscription
Amount for that portion of the subscription for the Subscription Receipts which
is not accepted, will be promptly delivered to the Subscriber without interest
or deduction.


 


ARTICLE 4 -
CLOSING


 


4.1                                                                               Closing


 


Delivery and sale of the Subscription Receipts and payment of the
Subscription Amount will be completed (the “Closing”)
at the offices of the Corporation’s counsel, Fraser Milner Casgrain LLP in
Toronto, Ontario at 10:00 a.m. (Toronto time) (the “Closing Time”)
on February 22, 2006 or such other place, date or time as the Corporation and
GMP (on behalf of the Agent) may agree (the “Closing Date”).
If, prior to the Closing Time, the terms and conditions contained in this
Subscription Agreement and the Agency Agreement have been complied with to the
satisfaction of the Agent, or waived by the Agent, the Agent shall (i) deliver
to the Corporation at the Closing Time all completed Subscription Agreements,
including this Subscription Agreement, (ii) deliver to the Corporation 50% of
the aggregate Subscription Amount for the Subscription Receipts sold pursuant to the Agency
Agreement , and (iii) deliver to the Escrow Agent 50% of the aggregate
Subscription Amount of the Subscription Receipts sold pursuant to the Agency
Agreement, against delivery by the Corporation of certificates representing the
Subscription Receipts and such other documentation as may be required pursuant
to the Subscription Agreement and the Agency Agreement.


 


If, prior to the Closing Time, the terms and conditions contained in
this Subscription Agreement (other than delivery by the Corporation, as
applicable, to the Subscriber of certificates representing the Subscription
Receipts) and the Agency Agreement have not been complied with to the
satisfaction of the Agent, or waived by the Agent, the Agent, the Corporation
and the Subscriber will have no further obligations under this Subscription
Agreement.


 

















 


4.2                                                                               Conditions of Closing


 


The Subscriber acknowledges and agrees that the obligations of the
Corporation hereunder are conditional on the accuracy of the representations
and warranties of the Subscriber contained in this Subscription Agreement as of
the date of this Subscription Agreement, and as of the Closing Time as if made
at and as of the Closing Time, and the fulfillment of the following additional
conditions as soon as possible and in any event not later than the Closing
Time:


 


(a)                                  payment by the Subscriber of the
Subscription Amount by certified cheque or bank draft in United States dollars
payable to “GMP Securities L.P.” or “Griffiths McBurney Corp.” (if the
Subscriber is a U.S. Person);


 


(b)                                 the Subscriber having properly completed,
signed and delivered this Subscription Agreement to:


 


GMP Securities
L.P.


145 King Street West


Suite 1100


Toronto, Ontario 
M5H 1J8


 


	
  Attention: 

  	
  Joanne Stansfield

  
	
  Fax:

  	
  (416) 943-6129

  



 


(c)                                  the Subscriber having properly completed,
signed and delivered Schedule “B” or Schedule “C” hereto, as applicable:


 


4.3                                                                               Authorization of GMP


 


The Subscriber irrevocably authorizes GMP in its discretion, to act as
the Subscriber’s representative at the Closing, and hereby appoints GMP, with
full power of substitution, as its true and lawful attorney with full power and
authority in the Subscriber’s place and stead:


 


(a)                                  to receive certificates representing the
Subscription Receipts, to execute in the Subscriber’s name and on its behalf
all closing receipts and required documents, to complete and correct any errors
or omissions in any form or document provided by the Subscriber, including this
Subscription Agreement and the Schedules hereto, in connection with the
subscription for the Subscription
Receipts and to exercise any rights of termination contained in the
Agency Agreement;


 


(b)                                 to approve any opinion, certificate or
other document addressed to the Subscriber;


 


(c)                                  to extend such time periods and to waive,
in whole or in part, any representations, warranties, covenants or conditions
for the Subscriber’s benefit contained in this Subscription Agreement and the
Agency Agreement or any ancillary or related document;


 


(d)                                 to terminate this Subscription Agreement if
any condition precedent is not satisfied, in such manner and on such terms and
conditions as GMP in its sole discretion may determine; and


 


(e)                                  without limiting the generality of the
foregoing, to negotiate, settle, execute, deliver and amend the Agency
Agreement.


 

















 


ARTICLE 5 -
REPRESENTATIONS AND WARRANTIES OF 

THE CORPORATION


 


5.1                                                                               Representations, Warranties and Covenants of the
Corporation


 


The Subscriber shall have the benefit of the
representations, warranties and covenants made by the Corporation to the Agent
and set forth in the Agency Agreement. Such representations and warranties
shall form an integral part of this Subscription Agreement and shall survive
the closing of the purchase and sale of the Subscription Receipts and shall
continue in full force and effect for the benefit of the Subscriber in
accordance with the Agency Agreement.


 


ARTICLE 6 -
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER


 


6.1                                                                               Acknowledgements, Representations, Warranties
and Covenants of the Subscriber


 


The Subscriber, on its own behalf and, if applicable, on behalf of
others for whom it is acting hereunder, hereby represents and warrants to, and
covenants with, the Corporation and the Agent as follows and acknowledges that
the Corporation and the Agent are relying on such representations and
warranties in connection with the transactions contemplated herein:


 


(a)                                  The Subscriber certifies that it is
resident in the jurisdiction set out on the face page of this Subscription
Agreement. Such address was not created and is not used solely for the purpose
of acquiring the Subscription Receipts
and the Subscriber was solicited to purchase in such jurisdiction.


 


(b)                                 If the Subscriber is not a person in the
United States or a U.S. Person, or not purchasing the Subscription receipts on
behalf of a person in the United States or a U.S. Person:


 


(i)                                     the Subscriber has properly completed, executed
and delivered to the Corporation Schedule “B” hereto (dated as of the date
hereof), as applicable and the information contained therein is true and
correct;


 


(ii)                                  the representations, warranties and
covenants contained in Schedule “B” will be true and correct both as of the
date of execution of this Subscription Agreement and as of the Closing Time;


 


(iii)                               neither the Subscriber nor any Disclosed
Principal is a U.S. Person nor subscribing for the Subscription Receipts for the account of a U.S. Person or for
resale in the United States and the Subscriber confirms that the Subscription
Receipts have not been offered to the Subscriber in the United States and that
this Subscription Agreement has not been signed in the United States;


 


(iv)                              the Subscriber acknowledges that the
Subscription Receipts have not been, and will not be, and the Common Shares,
the Warrants issuable upon the conversion of the Subscription Receipts and the
Common Shares issuable upon the exercise of the Warrants have not been registered
under the U.S. Securities Act and may not be offered or sold in the United
States or to a U.S. Person unless the securities are registered under the U.S.
Securities Act and all applicable State securities laws or an exemption from
such registration requirements is available, and further agrees that hedging
transactions involving such securities may not be conducted unless in
compliance with the U.S. Securities Act;


 

















 


(v)                                 the Subscriber and if applicable, the Disclosed
Principal for whom the Subscriber is acting, understands that the Corporation
is the seller of the Subscription Receipts and underlying securities and that,
for purposes of Regulation S, a “distributor” is any underwriter, dealer or
other person who participates, pursuant to a contractual arrangement in the
distribution of securities sold in reliance on Regulation S and that an “affiliate”
is any partner, officer, director or any person directly or indirectly
controlling, controlled by or under common control with any person in question.
Except as otherwise permitted by Regulation S, the Subscriber and if
applicable, the Disclosed Principal for whom the Subscriber is acting, agrees
that it will not, during a one year distribution compliance period, act as a
distributor, either directly or through any affiliate, or sell, transfer,
hypothecate or otherwise convey the Subscription Receipts or underlying
securities other than to a non-U.S. Person;


 


(vi)                              the Subscriber and if applicable, the Disclosed Principal
for whom the Subscriber is acting, acknowledges and understands that in the
event the Subscription Receipts or underlying securities are offered, sold or
otherwise transferred by the Subscriber or if applicable, the Disclosed
Principal for whom the Subscriber is acting, to a non-U.S Person prior to the
expiration of a one year distribution compliance period, the purchaser or
transferee must agree not to resell such securities except in accordance with
the provisions of Regulation S, pursuant to registration under the U.S.
Securities Act, or pursuant to an available exemption from registration; and
must further agree not to engage in hedging transactions with regard to such
securities unless in compliance with the U.S. Securities Act; and


 


(vii)                           neither the Subscriber nor any Disclosed
Principal will offer, sell or otherwise dispose of the Subscription Receipts,
the Common Shares, Warrants or Warrant Shares in the United States or to a U.S.
Person unless the Corporation has consented to such offer, sale or disposition
and such offer, sale or disposition is made in accordance with an exemption
from the registration requirements under the U.S. Securities Act and the
securities laws of all applicable states of the United States or the SEC has
declared effective a registration statement in respect of such securities.


 


(c)                                  If the Subscriber is a person in the United
States or a U.S. person, or is purchasing the Subscription Receipts on behalf
of a person in the United States or a U.S. person, the Subscriber:


 


(i)                                  or each beneficial
purchaser as to which the Subscriber exercises sole investment discretion for
whom it is purchasing, is acquiring the Subscription Receipts to be held for
investment only and not with a view to resale, distribution or other
disposition of the Subscription Receipts, the Common Shares and Warrants
issuable upon conversion of the Subscription Receipts, and the Warrant Shares,
or any portion thereof, and without any present intention of selling, offering
to sell or otherwise disposing of or distributing such securities, or any portion
thereof, in any transaction other than a transaction complying with the
registration requirements of the U.S. Securities Act and applicable Blue Sky
Laws, or pursuant to an exemption therefrom;


 


(ii)                               is aware that the
Subscription Receipts have not been registered under the U.S. Securities Act
and the sale contemplated hereby is being made in reliance on a private
placement exemption to Institutional Accredited Investors;


 

















 


(iii)                            or each beneficial
purchaser as to which the Subscriber exercises sole investment discretion for
whom it is purchasing, satisfies one or more of the categories set out in
Schedule “C” hereto;


 


(iv)                           acknowledges that the
representations, warranties and covenants contained in Schedule “C” will be
true and correct both as of the date of execution of this Subscription
Agreement and as of the Closing Time;


 


(v)                              is not purchasing the
Subscription Receipts as a result of any “general solicitation or general
advertising” (as such term is defined in Regulation D), including any advertisement,
article, notice or other communication published in any newspaper, magazine, or
similar media or broadcast over television or radio, or any seminar or meeting
where the attendees have been invited by general solicitation or general
advertising;


 


(vi)                           understands that, unless the Registration
Statement has become effective, the Warrants issuable upon conversion of the
Subscription Receipts may not be exercised in the United States or by or on
behalf of a U.S. Person unless an exemption is available from the registration
requirements of the U.S. Securities Act and applicable state securities laws;


 


(vii)                        acknowledges that any person
who exercises a Warrant prior to the Registration Statement becoming effective
will be required to provide to the Corporation one of the following:


 


(A)                           a written certification that
the holder (1) at the time of exercise of the Warrant is not in the United
States, (2) is not a U.S. Person and is not exercising the Warrant on behalf of
a U.S. Person or a person in the United States, and (3) did not execute or
deliver the exercise form for the Warrant in the United States;


 


(B)                             a written certification
that the holder (1) purchased the Subscription Receipt, from which the Warrant
was converted, directly from the Corporation pursuant to a written Subscription
Agreement for the purchase of the Subscription Receipts, (2) is exercising the
Warrant solely for its own account and not on behalf of any other person, and
(3) is an Institutional Accredited Investor, both on the date the Subscription
Receipts were purchased by the Subscriber from the Corporation and on the date
of the exercise of the Warrant; or


 


(C)                             a written opinion of
counsel of recognized standing in form and substance satisfactory to the
Corporation to the effect that an exemption from the registration requirements
of the U.S. Securities Act and applicable state securities laws is available
for the issuance of the Warrant Shares;


 


and understands that unless the holder
provides a written certification pursuant to paragraph (c)(vii)(A) above, the
certificates representing the Warrant Shares issued upon exercise of the
Warrants prior to the Registration Statement becoming effective will bear a
legend restricting transfer without registration under the U.S. Securities Act
and applicable state securities laws unless an exemption from registration is
available;


 

















 


(viii)                     understands that if it decides to
offer, sell, pledge or otherwise transfer the Subscription Receipts, and, prior
to the Registration Statement becoming effective, the Common Shares and
Warrants issuable upon conversion of the Subscription Receipts and the Warrant
Shares, such securities may be offered, sold or otherwise transferred only: (A)
to the Corporation; (B) in compliance with Rule 904 under Regulation S, (C) in
accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if
available, and in compliance with applicable local laws and regulations, or (D)
in a transaction that does not otherwise require registration under the U.S.
Securities Act or any applicable state securities laws if an opinion of
counsel, of recognized standing reasonably satisfactory to the Corporation has
been provided to the Corporation to that effect; and


 


(ix)                             consents to the
Corporation making a notation on it records or giving instructions to any
transfer agent of the Corporation in order to implement the restrictions on
transfers set forth and described herein, and the Subscriber understands and
acknowledges that the Corporation may instruct the registrar and transfer agent
of the Corporation not to record a transfer without first being notified by the
Corporation that it is satisfied that such transfer is exempt from or not
subject to registration under the U.S. Securities Act.


 


(d)                                 If the Subscriber or any Disclosed Principal,
is not a person described in paragraphs 6.1(b) or 6.1(c) above, the
subscription for the Subscription
Receipts by the Subscriber does not contravene any of the applicable
securities legislation in the jurisdiction in which the Subscriber resides and
does not give rise to any obligation of the Corporation or the Agent to prepare
and file a prospectus or similar document or to register the Subscription
Receipts or to be registered with, or to file any report or notice with, any
governmental or regulatory authority.


 


(e)                                  The execution and delivery of this
Subscription Agreement, the performance and compliance with the terms hereof,
the subscription for the Subscription Receipts and the completion of the
transactions described herein by the Subscriber will not result in any material
breach of, or be in conflict with, or constitute a material default under, or
create a state of facts that, after notice or lapse of time, or both, would
constitute a material default under any term or provision of the constating
documents, by-laws or resolutions of the Subscriber, the Securities Laws or any
other laws applicable to the Subscriber, any agreement to which the Subscriber
is a party, or any judgment, decree, order, statute, rule or regulation
applicable to the Subscriber.


 


(f)                                    The Subscriber is subscribing for the
Subscription Receipts as principal for its own account and not for the benefit
of any other person (within the meaning of applicable Securities Laws). If it
is subscribing as agent for a Disclosed Principal, it has disclosed the name of
the Disclosed Principal on the face page of this Subscription Agreement and
acknowledges that the Corporation may be required by law to disclose to certain
regulatory authorities the identity of each Disclosed Principal for whom the
Subscriber is acting.


 


(g)                                 In the case of a subscription for the
Subscription Receipts by the Subscriber acting as trustee or agent for a fully
managed account or as agent for a Disclosed Principal, the Subscriber is duly
authorized to execute and deliver this Subscription Agreement and all other
necessary documentation in connection with such subscription on behalf of the
fully managed account or Disclosed Principal, as applicable and this
Subscription 


 

















 


Agreement
has been duly authorized, executed and delivered by or on behalf of and
constitutes a legal, valid and binding agreement of, the fully managed account
or Disclosed Principal, as applicable.


 


(h)                                 In the case of a subscription for the
Subscription Receipts by the Subscriber acting as principal, this Subscription
Agreement has been duly authorized, executed and delivered by, and constitutes
a legal, valid and binding agreement of, the Subscriber. This Subscription
Agreement is enforceable in accordance with its terms against the Subscriber.


 


(i)                                     If the Subscriber is:


 


(i)                                     a corporation, the Subscriber is duly
incorporated and is validly subsisting under the laws of its jurisdiction of
incorporation and has all requisite legal and corporate power and authority to
execute and deliver this Subscription Agreement, to subscribe for the
Subscription Receipts as contemplated herein and to carry out and perform its
obligations under the terms of this Subscription Agreement;


 


(ii)                                  a partnership, syndicate or other form of
unincorporated organization, the Subscriber has the necessary legal capacity
and authority to execute and deliver this Subscription Agreement and to observe
and perform its covenants and obligations hereunder and has obtained all
necessary approvals in respect thereof; or


 


(iii)                               an individual, the Subscriber is of the
full age of majority and is legally competent to execute this Subscription
Agreement and to observe and perform his or her covenants and obligations
hereunder.


 


(j)                                     Other than the Agent, there is no person
acting or purporting to act in connection with the transactions contemplated
herein who is entitled to any brokerage or finder’s fee. If any person
establishes a claim that any fee or other compensation is payable in connection
with this subscription for the Subscription Receipts, the Subscriber covenants
to indemnify and hold harmless the Corporation and the Agent with respect
thereto and with respect to all costs reasonably incurred in the defence
thereof.


 


(k)                                  The Subscriber is not, with respect to the
Corporation or any of its affiliates, a “control person” as defined under the
Securities Laws and the purchase of the Subscription Receipts hereunder and the
exercise or deemed exercise of the Subscription Receipts will not result in the
Subscriber becoming a control person.


 


(l)                                     If required by applicable Securities Laws
or the Corporation, the Subscriber will execute, deliver and file, or assist
the Corporation in filing, such reports, undertakings and other documents with
respect to the issue and/or sale of the Subscription Receipts as may be
required by any securities commission, stock exchange or other regulatory
authority.


 


(m)                               The Subscriber has been advised to consult
its own legal advisors with respect to trading in the Subscription Receipts,
and when and if issued, the Common Shares, Warrants and Warrant Shares and with
respect to the resale restrictions imposed by the Securities Laws of the
jurisdiction in which the Subscriber resides and other applicable securities
laws, and acknowledges that no representation has been made respecting the
applicable hold periods imposed by the Securities Laws or other resale
restrictions applicable to such securities that restrict the ability of the
Subscriber (or others for 


 

















 


whom it
is contracting hereunder) to resell such securities, that the Subscriber (or
others for whom it is contracting hereunder) is solely responsible to find out
what these restrictions are and the Subscriber is solely responsible (and
neither the Corporation nor the Agent are in any way responsible) for
compliance with applicable resale restrictions and the Subscriber is aware that
it (or beneficial persons for whom it is contracting hereunder) may not be able
to resell such securities except in accordance with limited exemptions under
the Securities Laws and other applicable securities laws.


 


(n)                                 The Subscriber has not received or been
provided with a prospectus, registration statement or offering memorandum,
within the meaning of the Securities Laws, and the Subscriber’s decision to
subscribe for the Subscription Receipts was not based upon, and the Subscriber
has not relied upon, any verbal or written representations as to facts made by
or on behalf of the Corporation or the Agent. The Subscriber has had access to
and has reviewed, to the extent it deems necessary, the Public Record and the
Subscriber’s decision to subscribe for the Subscription Receipts was based
solely upon the Term Sheet attached hereto as Schedule “A” and the Public
Record (any such information having been obtained by the Subscriber without
independent investigation or verification by the Agent).


 


(o)                                 The Subscriber is not purchasing
Subscription Receipts with knowledge of material information concerning the
Corporation that has not been generally disclosed.


 


(p)                                 No person has made any written or oral
representations:


 


(i)                                     that any person will resell or repurchase
the Subscription Receipts, the Common Shares, Warrants or Warrant Shares;


 


(ii)                                  that any person will refund the
Subscription Amount; or


 


(iii)                               as to the future price or value of the
Subscription Receipts or common shares in the capital of the Corporation.


 


(q)                                 There are risks associated with the
purchase of and investment in the Subscription Receipts and the Subscriber has
such knowledge and experience that it is capable of evaluating the merits and
risks of an investment in the Subscription Receipts, Common Shares, Warrants
and Warrant Shares and fully understands the restrictions on resale of the
Subscription Receipts, Common Shares, Warrants and Warrant Shares and is capable
of bearing the economic risk of the investment.


 


(r)                                    The funds representing the Subscription
Amount that will be advanced by the Subscriber to the Corporation hereunder, as
applicable, will not represent proceeds of crime for the purposes of the Proceeds  of Crime (Money
Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the
Corporation may in the future be required by law to disclose the Subscriber’s
name and other information relating to this Subscription Agreement and the
Subscriber’s subscription hereunder, on a confidential basis, pursuant to the
PCMLTFA. To the best of its knowledge (a) none of the Subscription Amount to be
provided by the Subscriber (i) has been or will be derived from or related to any
activity that is deemed criminal under the law of Canada, the United States of
America, or any other jurisdiction, or (ii) is being tendered on behalf of a
person or entity who has not been identified to the Subscriber, and (b) it
shall promptly notify the Corporation if the Subscriber discovers that any of
such representations ceases to be true, and to provide the Corporation with
appropriate information in connection therewith.


 

















 


6.2                                                                               Additional Acknowledgments and Covenants of the
Subscriber


 


The Subscriber, on its own behalf and, if
applicable, on behalf of others for whom it is acting hereunder,  hereby acknowledges, covenants and agrees as
follows:


 


(a)                                  It has received and reviewed a copy of the
Term Sheet setting out the principal terms of the Offering.


 


(b)                                 No securities commission, agency,
governmental authority, regulatory body, stock exchange or other regulatory
body or similar regulatory authority has reviewed or passed on the merits of
the Subscription Receipts, the Common Shares, Warrants, or Warrant Shares.


 


(c)                                  The Subscription Receipts shall be subject
to statutory resale restrictions under the securities laws of the jurisdiction
in which the Subscriber resides and under other applicable securities laws, and
the Subscriber covenants that it will not resell the Subscription Receipts
except in compliance with such laws and the Subscriber acknowledges that it is
solely responsible (and neither the Corporation nor the Agent are in any way
responsible) for such compliance.


 


(d)                                 The ability to transfer the Subscription
Receipts is limited by, among other things, applicable Securities Laws and the
Corporation shall refuse, and shall instruct its transfer agent to refuse, to
register any transfer that does not comply with the Securities Laws.


 


(e)                                  The certificates representing the
Subscription Receipts, and the certificates representing Common Shares,
Warrants and Warrant Shares, if issued prior to receipt of the Final Receipt,
will bear legends substantially in the following form and with the necessary
information inserted:


 


“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) [THE CLOSING DATE]; AND (ii)
THE DATE THAT THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”


 


The
certificates representing the Subscription Receipts and the certificates
representing Common Shares, Warrants and Warrant Shares, if issued prior to the
Registration Statement becoming effective, and all certificates issued in
substitution or exchange thereof, will bear a legend substantially in the
following form:


 


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 U.S. SECURITIES ACT.


 


(f)                                    The Agent and/or their directors, officers,
employees, agents and representatives assume no responsibility or liability of
any nature whatsoever for the accuracy or adequacy of any such publicly
available information concerning the Corporation or as to whether all
information concerning the Corporation that is required to be disclosed or
filed by the Corporation under the Securities Laws has been so disclosed or
filed.


 


(g)                                 The Corporation and the Agent are relying
on the representations, warranties and covenants contained herein and in the
applicable Schedules attached hereto to determine the Subscriber’s eligibility
to subscribe for the Subscription Receipts under applicable Securities Laws and
the Subscriber agrees to indemnify the Corporation, the Agent and each of their
directors, officers and agents against all losses, claims, costs, expenses,
damages or liabilities that any of them may suffer or incur as a result of or
arising from reliance thereon. The Subscriber undertakes to immediately notify
the Corporation of any change in any statement or other information relating to
the Subscriber set forth in such applicable Schedules which takes place prior
to the Closing Time.


 


(h)                                 The Corporation is relying on an exemption
from the requirement to provide the Subscriber with a prospectus or
registration statement under the Securities Laws and, as a consequence of
acquiring the Subscription Receipts pursuant to such exemption, certain
protections, rights and remedies provided by the Securities Laws, including
statutory rights of rescission or damages, will not be available to the
Subscriber.


 


(i)                                     The Subscriber is responsible for obtaining
such legal and tax advice as it considers appropriate in connection with the
execution, delivery and performance of this Subscription Agreement and the
transactions contemplated under this Subscription Agreement.


 


(j)                                     There is no government guaranty or
insurance covering the Subscription Receipts, Warrants or Common Shares.


 


(k)                                  There are risks associated with the
purchase of the Subscription Receipts and the Subscriber may lose his, her or
its entire investment.


 


(l)                                     This Subscription Agreement and the
schedules hereto require the Subscriber to provide certain personal information
to the Corporation. Such information is being collected by the Corporation for
the purposes of completing the Offering, which includes, without limitation,
determining the Subscriber’s eligibility to purchase the Subscription Receipts
under the Securities Laws and other applicable securities laws, preparing and
registering certificates representing Subscription Receipts to be issued to the
Subscriber and completing filings required by any stock exchange or securities
regulatory authority. The Subscriber’s personal information may be disclosed by
the Corporation, the Agent, and their respective advisors to: (a) stock
exchanges or securities regulatory authorities, (b) the Canada Revenue Agency,
and (c) any of the other parties involved in 


 

















 


the
Offering, including legal counsel and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information. The Subscriber also
consents to the filing of copies or originals of any of the Subscriber’s
documents described in section 6.1(l) hereof as may be required to be filed
with any stock exchange or securities regulatory authority in connection with
the transactions contemplated hereby. The Subscriber represents and warrants
that it has the authority to provide the consents and acknowledgements set out
in this paragraph on behalf of each Disclosed Principal.


 


(m)                               If the Corporation obtains approval for the
listing of the Common Shares and Warrants on a Canadian stock exchange, prior
to the effectiveness of the Registration Statement, such securities will trade
on such Canadian stock exchange on a restricted basis. No Canadian broker-dealer
would be permitted, under the U.S. Securities Act, to execute a transaction in
those securities on a Canadian stock exchange if that member knows that the
purchaser is in the United States or a U.S. Person or is acting for the account
or benefit of a U.S. Person. Also, the Canadian broker-dealer must make
reasonable efforts to ascertain whether a purchaser is in the United States or
is a U.S. Person or is acting for the account or benefit of a U.S. Person and
implement measures designed to assure reasonable compliance with this
requirement.


 


(n)                                 If the Subscriber is resident in or
otherwise subject to the Securities Laws applicable in the Province of Ontario,
the information provided by the Subscriber on the face page of this
Subscription Agreement identifying the name, address and telephone number of
the Subscriber, the number of Subscription Receipts being purchased hereunder
and the total purchase price as well as the Closing Date and the exemption that
the Corporation is relying on in selling the Subscription Receipts to the
Subscriber will be disclosed to the Ontario Securities Commission, and such
information is being indirectly collected by the Ontario Securities Commission
under the authority granted to it under securities legislation. This information
is being collected for the purposes of the administration and enforcement of
the securities legislation of the Province of Ontario. Each Subscriber (for
certainty including each Disclosed Principal) hereby authorizes the indirect
collection of such information by the Ontario Securities Commission. In the
event the Subscriber has any questions with respect to the indirect collection
of such information by the Ontario Securities Commission, the Subscriber should
contact the Ontario Securities Commission, Administrative Assistant to the
Director of Corporate Finance at (416) 593-8086 or in person or writing at
Suite 1900, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8.


 


ARTICLE 7 -
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS


 


7.1                                                                               Survival of Representations, Warranties and
Covenants of the Corporation


 


The representations, warranties and covenants of the Corporation
contained in this Subscription Agreement shall survive the Closing and,
notwithstanding such Closing or any investigation made by or on behalf of the
Subscriber with respect thereto, shall continue in full force and effect for
the benefit of the Subscriber and the Agent.


 


7.2                                                                               Survival of Representations, Warranties and
Covenants of the Subscriber


 


The representations, warranties and covenants of the Subscriber
contained in this Subscription Agreement shall survive the Closing and,
notwithstanding such Closing or any investigation made by or on behalf of the
Corporation or the Agent with respect thereto and notwithstanding any subsequent
disposition by 


 

















 


the Subscriber of any of the Subscription Receipts, or
the Common Shares and Warrants issuable upon conversion thereof, or the Warrant
Shares issuable upon exercise of the Warrants, and shall continue in full force
and effect for the benefit of the Corporation and the Agent.


 


ARTICLE 8 -
COMMISSION


 


8.1                                                                               Commission to the Agent


 


The Subscriber understands that, in connection with
the issue and sale of the Subscription Receipts pursuant to the Offering, the
Agent will receive from the Corporation on Closing, a cash commission equal to
7.0% of the aggregate Subscription Amount. The Corporation will also issue to
the Agent compensation options (the “Compensation Option”)
exercisable, without payment of additional consideration, to acquire
broker warrants (the “Broker Warrants”)
equal, in the aggregate, to 6.0% of the number of Subscription Receipts sold
pursuant to the Offering. Each Broker Warrant will be exercisable to purchase
one Unit at a price of $4.50 until 5:00 p.m. (Toronto time) on the date that is
18 months following the Closing Date. No other fee or commission is payable by
the Corporation in connection with the completion of the Offering;  however, the Corporation will pay certain
fees and
expenses of the Agent in connection with the Offering, as set out in the Agency
Agreement.


 


ARTICLE 9 –
CONTRACTUAL RIGHT OF RESCISSION


 


9.1                                                                               Grant of Contractual Right of Rescission


 


By its acceptance of this Subscription Agreement, the Corporation
hereby grants to the Subscriber a contractual right of action for rescission
set forth below in Section 9.2 and the Subscriber agrees to assign and
explicitly extend the benefit of such right (but without liability to any
Subscriber who is not a dealer) to any permitted assignee or transferee of the
Subscription Receipts. Subject to the foregoing, the Subscriber (and, if
applicable, others for whom it is contracting hereunder) hereby waives and
releases the Corporation, and the Agent from, to the fullest extent permitted
by law, all rights of withdrawal to which the Subscriber might otherwise be
entitled under applicable Securities Laws including, without limitation, any
rights pursuant to subsection 71(2) of the Securities Act (Ontario) and the
analogous provisions of the Securities Laws of the other provinces of Canada.


 


9.2                                                                               Right of Rescission


 


The Corporation has agreed that in the event that a holder of a
Subscription Receipt who acquires Common Shares and Warrants upon the exercise
of such Subscription Receipt as provided for in the Prospectus is or becomes
entitled under the Securities Laws to the remedy of rescission by reason of the
Prospectus or any amendment thereto containing a misrepresentation, such holder
shall be entitled to rescission not only of the holder’s exercise of its Subscription
Receipts, but also of the private placement transaction pursuant to which the
Subscription Receipts were initially acquired and shall be entitled in
connection with such rescission to a full refund from the Corporation of the
Subscription Amount. In the event such holder is a permitted or lawful assignee
of the interest of the original Subscription Receipt Subscriber, such assignee
shall be entitled to exercise such rights of rescission and refund as if such
permitted assignee were such original Subscriber. The provisions of this
section are a direct contractual right extended by the Corporation to holders
of Subscription Receipts, assignees of such holders and holders of Common
Shares or Warrants acquired by such holders on exercise of Subscription Receipts
and are in addition to any other right or remedy available to a holder of
Subscription Receipts under section 130 of the Securities
Act (Ontario) or otherwise at law. The foregoing contractual rights
of action for rescission shall be subject to the defence described under
section 130(2) of the Securities Act (Ontario) which is incorporated herein by
reference, mutatis mutandis. No action shall be commenced to enforce the
foregoing rights of action for rescission more than 180 days after payment is made
for the Subscription Receipts.


 

















 


ARTICLE 10 -
MISCELLANEOUS


 


10.1                                                                        Further Assurances


 


Each of the parties hereto upon the request of each of the other
parties hereto, whether before or after the Closing Time, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may reasonably be necessary
or desirable to complete the transactions contemplated herein.


 


10.2                                                                        Notices


 


(a)                                  Any notice, direction or other instrument
required or permitted to be given to any party hereto shall be in writing and
shall be sufficiently given if delivered personally, or transmitted by
facsimile tested prior to transmission to such party, as follows:


 


(i)                                     in the case of the Corporation, to:


 


U.S. Gold Corporation


99 George Street


3rd Floor


Toronto, Ontario  M5A 2N4


 


	
  Attention:
  

  	
  Robert
  R. McEwen

  
	
  Fax:

  	
  (647)
  258-0408

  



 


with a copy
to:


 


Fraser Milner Casgrain
LLP


1 First Canadian Place

39th Floor

100 King Street West

Toronto, Ontario  M5X 1B2


 


	
  Attention:
  

  	
  Michael
  Melanson

  
	
  Fax:

  	
  (416)
  863-4592

  



 


and to:


 


Dufford &
Brown P.C.

1700 Broadway, Suite 2100

Denver, CO 80290-2101


 


	
  Attention:
  

  	
  David
  Babiarz

  
	
  Fax:

  	
  (303)
  832-3804

  



 


(ii)                                  in the case of the Subscriber, at the
address specified on the face page hereof, with a copy to the Agent at:


 


GMP Securities
L.P.


145 King Street West


Suite 1100


Toronto, Ontario 
M5H 1J8


 


	
  Attention:
  

  	
  Mark
  Wellings

  



 

















 


	
  Fax:

  	
  (416)
  943-6160

  



 


with a copy to:


 


Cassels Brock
& Blackwell LLP


2100 Scotia
Plaza


40 King Street
West


Toronto,
Ontario  M5H 3C2


 


	
  Attention:
  

  	
  Chad Accursi

  
	
  Fax:

  	
  (416)
  360-8877

  



 


and to:


 


Dorsey &
Whitney LLP


161 Bay
Street, Suite 4310


Toronto,
Ontario  M5J 2S1


 


	
  Attention:
  

  	
  Gil Cornblum

  
	
  Fax:

  	
  (416)
  367-7371

  



 


(b)                                 Any such notice, direction or other
instrument, if delivered personally, shall be deemed to have been given and
received on the day on which it was delivered, provided that if such day is not
a Business Day then the notice, direction or other instrument shall be deemed
to have been given and received on the first Business Day following such day
and if transmitted by fax, shall be deemed to have been given and received on
the day of its transmission, provided that if such day is not a Business Day or
if it is transmitted or received after the end of normal business hours then
the notice, direction or other instrument shall be deemed to have been given
and received on the first Business Day following the day of such transmission.


 


(c)                                  Any party hereto may change its address for
service from time to time by notice given to each of the other parties hereto
in accordance with the foregoing provisions.


 


10.3                                                                        Time of the Essence


 


Time shall be of the essence of this Subscription Agreement and every
part hereof.


 


10.4                                                                        Costs and Expenses


 


All costs and expenses (including, without limitation, the fees and
disbursements of legal counsel) incurred in connection with this Subscription
Agreement and the transactions herein contemplated shall be paid and borne by
the party incurring such costs and expenses.


 


10.5                                                                        Applicable Law


 


This Subscription Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of the Province of Ontario and the laws of Canada applicable therein. Any and
all disputes arising under this Subscription Agreement, whether as to
interpretation, performance or otherwise, shall be subject to the non-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.


 

















 


10.6                                                                        Entire Agreement


 


This Subscription Agreement, including the Schedules hereto,
constitutes the entire agreement between the parties with respect to the
transactions contemplated herein and cancels and supersedes any prior
understandings, agreements, negotiations and discussions between the parties. There
are no representations, warranties, terms, conditions, undertakings or
collateral agreements or understandings, express or implied, between the
parties hereto other than those expressly set forth in this Subscription
Agreement or in any such agreement, certificate, affidavit, statutory
declaration or other document as aforesaid. This Subscription Agreement may not
be amended or modified in any respect except by written instrument executed by
each of the parties hereto.


 


10.7                                                                        Counterparts


 


This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Subscription Agreement. Counterparts
may be delivered either in original or faxed form and the parties adopt any
signature received by a receiving fax machine as original signatures of the
parties.


 


10.8                                                                        Assignment


 


This Subscription Agreement may not be assigned by either party except
with the prior written consent of the other parties hereto.


 


10.9                                                                        Enurement


 


This Subscription Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors (including any successor by reason of the amalgamation or merger of
any party), administrators and permitted assigns.


 


10.10                                                                 Language


 


It is the express wish of the Subscriber
that the Subscription Agreement and any related documentation be drawn up in
English. Il est de la volonté expressed du souscripteur que la convention de
souscription ainsi que tout document connexe soient rédigés en langue anglaise.


 


The Corporation hereby accepts the
subscription for Subscription Receipts as set forth on the face page of this
Subscription Agreement on the terms and conditions contained in the
Subscription Agreement (including all applicable schedules) this                day
of                             ,
2006.


 


	
   

  	
  U.S. GOLD CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  



 

















 


SCHEDULE “A”


 


TERM SHEET


 


U.S. GOLD
CORPORATION


 


PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS


 


Unless otherwise defined herein,
all capitalized terms shall have the meaning ascribed to such terms in the
subscription agreement to which this Schedule is attached.


 


	
  Issuer:

  	
   

  	
  U.S. Gold Corporation (the “Company”).

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  US$4.50 per Subscription Receipt (the “Issue
  Price”).

  
	
   

  	
   

  	
   

  
	
  Offering Size:

  	
   

  	
  Up to US$75,150,000 (with a minimum offering of
  9,000,000 Subscription Receipts for aggregate gross proceeds to the Company
  of US$40,050,000).

  
	
   

  	
   

  	
   

  
	
  Subscription Receipt Terms:

  	
   

  	
  The Subscription Receipts shall be automatically
  converted into Units upon the satisfaction of the Release Conditions (as
  defined below) without any action on the part of the holder. Each Unit shall
  be comprised of one share of common stock in the capital of the Company (a
  “Common Share”) and one-half of one Common Share purchase warrant (each whole
  Common Share purchase warrant being a “Warrant”). Each Warrant will entitle
  the holder thereof to purchase one Common Share (a “Warrant Share”) for a
  period of five years following the Closing Date (as defined below) at a price
  of US$10.00.

  
	
   

  	
   

  	
   

  
	
  Exchange Terms:

  	
   

  	
  The Release Conditions shall be satisfied upon the
  latest to occur of the following conditions (the “Release Conditions”):
  (i) the third business day after the date on which a receipt (the “Final
  Receipt”) has been issued by the securities regulatory authorities in the
  Jurisdictions in which Canadian holders are resident for a (final) prospectus
  qualifying the Common Shares and Warrants issuable upon exchange of the
  Subscription Receipts and the Broker Warrants (as defined below);
  (ii) the completion and filing via SEDAR of a current technical report
  regarding the Tonkin Springs gold project that complies with National
  Instrument 43-101 of the Canadian Securities Administrators; (iii) the
  Common Shares being listed for trading on the Toronto Stock Exchange;
  (iv) the effectiveness of a registration statement with respect to the resale
  in the United States of the Common Shares and Warrants underlying the
  Subscription Receipts, the Warrant Shares, the Broker Warrants, and the
  Common Shares and Warrants underlying the Broker Warrants; and (v) the delivery of a 10b-5
  opinion addressed to the Agent, in a form satisfactory to the Agent, acting
  reasonably, provided by United States counsel to the Company in respect of
  the Registration Statement.

  



 


 

















 


	
  Escrow of Proceeds:

  	
   

  	
  On the closing of the Offering, 50% of the gross
  proceeds from the Offering will be delivered to and held by an escrow agent
  (the “Escrow Agent”) mutually acceptable to the Company and GMP and invested
  in short term investment grade debt obligations as agreed to by the Company
  and GMP. The Escrowed Funds shall be released from escrow to the Company upon
  the occurrence of all of the Release Conditions.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If any of the Release Conditions has not been
  satisfied on or prior to 5:00 p.m. (Mountain time) on that date which is
  183 days following the Closing Date, each Subscription Receipt shall
  thereafter be convertible into 1.1 Common Shares (in lieu of one Common
  Share) and 0.55 Warrants (in lieu of 0.5 Warrants). If any of the Release
  Conditions have not been satisfied prior to 5:00 p.m. (Mountain time) on
  that date which is twelve months following the Closing Date (the “Initial
  Qualification Deadline”), the Escrowed Funds shall be returned by the Escrow
  Agent, on behalf of the Company, to the holders of the Subscription Receipts
  in exchange for the delivery to the Company of 50% of the outstanding
  Subscription Receipts held by each holder. The remaining 50% of the
  Subscription Receipts not returned to the Company on the Initial
  Qualification Deadline (the “Remaining Subscription Receipts”) shall remain
  outstanding until the earlier of: (i) 18 months following the Closing
  Date (the “Final Qualification Deadline”); and (ii) the satisfaction by
  the Company, or the waiver by the Agent, of each of the Release Conditions.
  If any of the Release Conditions have not been satisfied prior to 5:00 p.m.
  (Mountain time) on the Final Qualification Deadline, the Remaining
  Subscription Receipts shall be deemed to be exchanged into Units.

  
	
   

  	
   

  	
   

  
	
  Use of Proceeds:

  	
   

  	
  Expenditures at the Tonkin Springs gold project
  and for general corporate purposes and working capital.

  
	
   

  	
   

  	
   

  
	
  Agent’s Commission:

  	
   

  	
  The Company will pay the Agent a cash commission
  equal to 7% of the gross proceeds of the Offering
  (the “Cash Commission”). The Agent shall also be issued compensation options
  exercisable for, with no payment of additional consideration, broker warrants
  (“Broker Warrants”). The Broker Warrants shall entitle the holder thereof to
  purchase such number of Units as is equal to 6% of
  the number of Subscription Receipts sold pursuant to the Offering. Each
  Broker Warrant shall be exercisable to purchase one Unit at a price of
  US$4.50 for a period of 18 months following the Closing Date, which Units
  shall be qualified in Canada by the Prospectus and be registered in the
  United States. The Cash Commission will be paid, and the Broker Warrants will
  be issued, to the Agent as follows: (i) 50% of such amounts on the
  Closing Date; and (ii) the remaining 50% of such amounts upon the
  release of the Escrowed Funds to the Company.

  
	
   

  	
   

  	
   

  
	
  Agent:

  	
   

  	
  GMP Securities L.P. (“GMP”).

  



 

















 


	
  Jurisdictions of Sale:

  	
   

  	
  The United States and each of the provinces of
  Canada and those jurisdictions outside of the United States and Canada as
  agreed to by the Company and the Agent.

  
	
   

  	
   

  	
   

  
	
  TSX Listing:

  	
   

  	
  The Company shall list the Common Shares issuable
  on the exchange of the Subscription Receipts and the Warrant Shares on the
  Toronto Stock Exchange.

  
	
   

  	
   

  	
   

  
	
  Type of Transaction:

  	
   

  	
  Best efforts Subscription Receipt financing,
  subject to formal agency agreement. The Subscription Receipts to be sold by
  private placement without an Offering Memorandum.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  On or about February 22, 2006 or such other date as mutually
  agreed to by GMP and the Company (the “Closing Date”).

  



 

















 


SCHEDULE “B”


 


ACCREDITED INVESTOR STATUS
CERTIFICATE


 


TO BE COMPLETED BY BRITISH
COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC, NEWFOUNDLAND AND
LABRADOR, NOVA SCOTIA, NEW BRUNSWICK AND PRINCE EDWARD ISLAND ACCREDITED
INVESTORS


 


The categories listed
herein contain certain specifically defined terms.  If you are unsure as to the meanings of those
terms, or are unsure as to the applicability of any category below, please
contact your broker and/or legal advisor before completing this certificate.


 


TO:                                                                          U.S. Gold Corporation (the “Corporation”)


 


In
connection with the purchase by the undersigned Subscriber of the Subscription
Receipts, the Subscriber, on its own behalf and on behalf of each Disclosed
Principal for whom the Subscriber is acting (collectively, the “Subscriber”), hereby
represents, warrants, covenants and certifies to the Corporation (and
acknowledges that the Corporation and its counsel are relying thereon) that:


 


(a)                                  the Subscriber is resident in
or otherwise subject to the securities laws of one of the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and
Labrador, Nova Scotia, New Brunswick or Prince Edward Island;


 


(b)                                 the Subscriber is purchasing
the Subscription Receipts as principal for its own account and not for the
benefit of any other person;


 


(c)                                  the Subscriber is an “accredited
investor” within the meaning of NI 45-106 on the basis that the undersigned
fits within one of the categories of an “accredited investor” reproduced below
beside which the undersigned has indicated the undersigned belongs to such
category;


 


(d)                                 the Subscriber
was not created or used solely to purchase or hold securities as an accredited
investor as described in paragraph (m) below; and


 


(e)                                  upon execution of
this Schedule B by the Subscriber, this Schedule B shall be
incorporated into and form a part of the Subscription Agreement.


 


(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED
INVESTOR)


 


	
  o

  	
  (a)

  	
  a Canadian financial
  institution, or a Schedule III bank;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (b)

  	
  the Business
  Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

  
	
   

  	
   

  	
   

  
	
  o

  	
  (c)

  	
  a subsidiary of any
  person referred to in paragraphs (a) or (b), if the person owns all of
  the voting securities of the subsidiary, except the voting securities
  required by law to be owned by directors of that subsidiary;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (d)

  	
  a person registered
  under the securities legislation of a jurisdiction of Canada as an adviser or
  dealer, other than a person registered solely as a limited market dealer
  under one or both of the Securities Act (Ontario)
  or the Securities Act (Newfoundland
  and Labrador);

  
	
   

  	
   

  	
   

  
	
  o

  	
  (e)

  	
  an individual
  registered or formerly registered under the securities legislation of a
  jurisdiction of Canada as a representative of a person referred to in
  paragraph (d);

  



 

















 


	
  o

  	
  (f)

  	
  the Government of
  Canada or a jurisdiction of Canada, or any crown corporation, agency or
  wholly owned entity of the Government of Canada or a jurisdiction of Canada;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (g)

  	
  a municipality, public
  board or commission in Canada and a metropolitan community, school board, the
  Comité de gestion de la taxe scolaire de l’île de Montréal or an
  intermunicipal management board in Québec;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (h)

  	
  any national, federal,
  state, provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any agency of that government;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (i)

  	
  a pension fund that is
  regulated by either the Office of the Superintendent of Financial
  Institutions (Canada) or a pension commission or similar regulatory authority
  of a jurisdiction of Canada;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (j)

  	
  an individual who, either
  alone or with a spouse, beneficially owns, directly or indirectly, financial
  assets having an aggregate realizable value that before taxes, but net of any
  related liabilities, exceeds $1,000,000;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (k)

  	
  an individual whose
  net income before taxes exceeded $200,000 in each of the two most recent
  calendar years or whose net income before taxes combined with that of a
  spouse exceeded $300,000 in each of the two most recent calendar years and
  who, in either case, reasonably expects to exceed that net income level in
  the current calendar year;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (l)

  	
  an individual who,
  either alone or with a spouse, has net assets of at least $5,000,000;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (m)

  	
  a person, other than
  an individual or investment fund, that has net assets of at least $5,000,000
  as shown on its most recently prepared financial statements;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (n)

  	
  an investment fund
  that distributes or has distributed its securities only to (i) a person
  that is or was an accredited investor at the time of the distribution,
  (ii) a person that acquires or acquired securities in the circumstances
  referred to in sections 2.10 [Minimum
  amount investment] and 2.19 [Additional
  investment in investment funds] of NI 45-106, or (iii) a
  person described in paragraph (i) or (ii) that acquires or acquired
  securities under section 2.18 [Investment
  fund reinvestment] of NI 45-106;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (o)

  	
  an investment fund
  that distributes or has distributed securities under a prospectus in a
  jurisdiction of Canada for which the regulator or, in Québec, the securities
  regulatory authority, has issued a receipt;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (p)

  	
  a trust company or
  trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or
  under comparable legislation in a jurisdiction of Canada or a foreign
  jurisdiction, acting on behalf of a fully managed account managed by the
  trust company or trust corporation, as the case may be;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (q)

  	
  a person acting on
  behalf of a fully managed account managed by that person, if that person
  (i) is registered or authorized to carry on business as an adviser or
  the equivalent under the securities legislation of a jurisdiction of Canada
  or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security
  that is not a security of an investment fund;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (r)

  	
  a registered charity
  under the Income Tax Act (Canada)
  that, in regard to the trade, has obtained advice from an eligibility adviser
  or an adviser registered under the securities legislation of the jurisdiction
  of the registered charity to give advice on the securities being traded;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (s)

  	
  an entity organized in
  a foreign jurisdiction that is analogous to any of the entities referred to
  in paragraphs (a) to (d) or paragraph (i) in form and
  function;

  



 

















 


	
  o

  	
  (t)

  	
  a person in respect of
  which all of the owners of interests, direct, indirect or beneficial, except
  the voting securities required by law to be owned by directors, are persons
  that are accredited investors;

  
	
   

  	
   

  	
   

  
	
  o

  	
  (u)

  	
  an investment fund
  that is advised by a person registered as an adviser or a person that is exempt
  from registration as an adviser, or

  
	
   

  	
   

  	
   

  
	
  o

  	
  (v)

  	
  a person that is recognized or designated by the securities regulatory
  authority or, except in Ontario and Québec, the regulator as (i) an
  accredited investor, or (ii) an exempt purchaser in Alberta or British
  Columbia.

  



 


For
the purposes
hereof, the following definitions are included for convenience:


 


(a)                                  “Canadian financial
institution” means (i) an
association governed by the Cooperative
Credit Associations Act (Canada) or a central cooperative credit society
for which an order has been made under section 473(1) of that Act, or
(ii) a bank, loan corporation, trust company, trust corporation, insurance
company, treasury branch, credit union, caisse populaire, financial services
cooperative, or league that, in each case, is authorized by an enactment of
Canada or a jurisdiction of Canada to carry on business in Canada or a
jurisdiction of Canada;


 


(b)                                 “control person” has the same meaning as in securities legislation except in Manitoba,
Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
Ontario, Prince Edward Island and Québec where control person means any person
that holds or is one of a combination of persons that holds (i) a
sufficient number of any of the securities of an issuer so as to affect
materially the control of the issuer, or (ii) more than 20% of the
outstanding voting securities of an issuer except where there is evidence
showing that the holding of those securities does not affect materially the
control of the issuer;


 


(c)                                  “entity” means a company, syndicate, partnership, trust or
unincorporated organization;


 


(d)                                 “financial assets” means cash, securities, or any a contract of
insurance, a deposit or an evidence of a deposit that is not a security for the
purposes of securities legislation;


 


(e)                                  “founder” means, in respect
of an issuer, a person who, (i) acting alone, in conjunction, or in
concert with one or more persons, directly or indirectly, takes the initiative
in founding, organizing or substantially reorganizing the business of the
issuer, and (ii) at the time of the trade is actively involved in the
business of the issuer;


 


(f)                                    “fully managed account” means an account of a client for which a
person makes the investment decisions if that person has full discretion to
trade in securities for the account without requiring the client’s express
consent to a transaction;


 


(g)                                 “investment fund” means a mutual fund or a non-redeemable investment
fund, and, for greater certainty in British Columbia, includes an employee venture
capital corporation that does not have a restricted constitution, and is
registered under Part 2 of the Employee
Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose
business objective is making multiple investments and a venture capital corporation
registered under Part 1 of the Small
Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c.
429 whose business objective is making multiple investments;


 


(h)                                 “mutual fund” means an issuer whose primary purpose is to invest money provided by its security
holders and whose securities entitle the holder to receive on demand, or within
a specified period after demand, an amount computed by reference to the value
of a proportionate interest in the whole or in part of the net assets, including
a separate fund or trust account, of the issuer;


 


(i)                                     “non-redeemable investment fund” means an issuer,


 


(A) whose primary
purpose is to invest money provided by its securityholders,


 


(B) that does not
invest,


 

















 


(i) for the purpose
of exercising or seeking to exercise control of an issuer, other than an issuer
that is a mutual fund or a non-redeemable investment fund, or


 


(ii) for the purpose
of being actively involved in the management of any issuer in which it invests,
other than an issuer that is a mutual fund or a non-redeemable investment fund,
and


 


(C) that is not a
mutual fund;


 


(j)                                     “related
liabilities” means liabilities incurred or assumed for the purpose of financing
the acquisition or ownership of financial assets and liabilities that are secured
by financial assets;


 


(k)                                  “Schedule III bank” means an
authorized foreign bank named in Schedule III of the Bank Act (Canada);


 


(l)                                     “spouse”
means an individual who (i) is married to another individual and is not
living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is
living with another individual in a marriage-like relationship, including a
marriage-like relationship between individuals of the same gender, or (iii) in
Alberta, is an individual referred to in paragraph (i) or (ii), or is an
adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);
and


 


(m)                               “subsidiary” means an issuer that is controlled
directly or indirectly by another issuer and includes a subsidiary of that
subsidiary.


 


In NI 45-106 a person or
company is an affiliate of another person or company if one of them is a
subsidiary of the other, or if each of them is controlled by the same person.


 


In NI 45-106 a person (first person) is considered to
control another person (second person) if (a) the first person,   directly or indirectly, beneficially owns or
exercises control or direction over securities of the second person carrying
votes which, if exercised, would entitle the first person to elect a majority
of the directors of the second person, unless that first person holds the
voting securities only to secure an obligation, (b) the second person is a
partnership, other than a limited partnership, and the first person holds more
than 50% of the interests of the partnership, or (c) the second person is
a limited partnership and the general partner of the limited partnership is the
first person.


 


The foregoing
representations contained in this certificate are true and accurate as of the date
of this certificate and will be true and accurate as of the Closing Time.  If any such representations shall not be true
and accurate prior to the Closing Time, the undersigned shall give immediate
written notice of such fact to the Corporation prior to the Closing Time.


 


	
   

  	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness (If Subscriber
  is an Individual)

  	
  Print the name of
  Subscriber

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Witness

  	
  If Subscriber is a
  corporation,

  print name and title of Authorized Signing Officer

  	
   

  
												



 

















 


SCHEDULE C


 


UNITED STATES
INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE




	
  TO:

  	
   

  	
  U.S.
  Gold Corporation (the “Corporation”)

  
	
  AND
  TO:

  	
   

  	
  GMP
  Securities L.P.

  
	
  AND
  TO:

  	
   

  	
  Griffiths
  McBurney Corp.

  



 


CERTIFICATE


 


Capitalized
terms not otherwise defined herein shall have the meanings attributed thereto
in the Subscription Agreement to which this certificate was attached.


 


In connection
with the purchase of subscription receipts (the “Subscription Receipts”) of
U.S. Gold Corporation (the “Corporation”), the undersigned hereby represents,
warrants and certifies that:


 


1.                                       the Subscriber (or if the Subscriber is acting on behalf of a
principal, then for the principal for whom the Subscriber is acting) satisfies
one or more of the following categories of “accredited investor” as that term
is defined in Rule 501(a) of the Securities Act of 1933,
as amended (the “U.S. Securities Act”), by virtue
of the Subscriber being:


 


[please check one]


 


o  Category 1.                                                                 Any bank as defined in Section 3(a)(2) of the U.S.
Securities Act, or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the U.S. Securities Act whether
acting in its individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the United States Securities Exchange Act of
1934; any insurance company as defined in Section 2(a)(13) of the U.S.
Securities Act; any investment company registered under the Investment Company
Act of 1940 or a business development company as defined in Section 2(a)(48)
of that Act; any Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; any plan established and maintained by a
state, its political subdivisions or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of US$5,000,000; or any employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is either a bank,
savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of
US$5,000,000, or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors


 


o  Category 2.                                                                 A private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940


 


o  Category 3.                                                                 An organization described in Section 501(c)(3) of the
United States Internal Revenue Code, a corporation, a Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of
acquiring the Subscription Receipts, with total assets in excess of
US$5,000,000


 


o  Category 4.                                                                 A trust that: (a) has total assets in excess of US$5,000,000, (b) was
not formed for the specific purpose of acquiring the Subscription Receipts, and
(c) is directed in its purchases of securities by a person who has such
knowledge and experience in financial and business matters that he/she is
capable of evaluating the merits and risks of an investment in the Subscription
Receipts


 


o  Category 5.                                                                 An entity in which all of the equity owners satisfy the requirements
of one or more of the foregoing categories


 


2.                                       (a) if the undersigned is the Subscriber, he or she is making
the above statement based on personal knowledge of his or her financial
situation and has reviewed personal financial documentation with an accountant,
financial advisor or other financial professional, if necessary, to determine
that the above statement is true; or (b) if the undersigned is other than
the Subscriber, he or she is making the above statement based on a review, if
necessary, of the financial statements of the Subscriber for the most recently
completed financial year and any interim financial statements prepared since
the end of such financial year and has undertaken such other review and due
diligence necessary to determine and certify that the Subscriber is an “accredited
investor” as that term is defined in Rule 501(a) of the U.S.
Securities Act; and


 

















 


3.                                       the Subscriber understands that the Corporation is relying on this
certificate as evidence of the Subscriber’s status as an “accredited investor”
in accordance with Rule 501(a) of the U.S. Securities Act.


 


The foregoing
representations contained in this certificate are true and accurate as of the
date of this certificate and will be true and accurate as of the Closing
Time.  If any such representations shall
not be true and accurate prior to the Closing Time, the undersigned shall give
immediate written notice of such fact to the Corporation prior to the Closing
Time.


 


	
   

  	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness (If Subscriber
  is an Individual)

  	
  Print the name of
  Subscriber

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name of Witness

  	
  If Subscriber is a
  corporation,

  print name and title of Authorized Signing Officer