Exhibit
4.3


 


DESCRIPTION
OF SECURITIES


 


The
following description is intended as a summary and is qualified in its entirety by reference to our articles of incorporation, as amended,
any certificates of designation for our preferred stock, and our amended and restated bylaws, as currently in effect, copies of which
are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein.


 


Authorized
Capital Stock


 


As
of the date of the Annual Report on Form 10-K to which this exhibit is being filed, our authorized capital stock consisted of 200,000,000
shares of common stock, par value $0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.001
per share, of which 1,300,000 shares are designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series
B Convertible Preferred Stock, 45,001.8 shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as
Series D Convertible Preferred Stock, 2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated
as Series F Preferred Stock and 127 shares are designated as Series G Preferred Stock. Our board of directors (the “Board”)
has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock.


 


Common
Stock


 


The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and there are no cumulative
rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to
receive ratably any dividends that may be declared from time to time by the Board out of funds legally available for that purpose. We
do not anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain our capital resources
for reinvestment in our business. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding.
The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock.


 


The
transfer agent and registrar for our common stock is Equity Stock Transfer. Its address is 237 West 37th Street, Suite 601, New York,
New York 10018. Our common stock is listed on the NASDAQ under the symbol “USAU.”


 


Preferred
Stock


 


The
Board is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from
time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such number of shares, designations,
preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Board, which may
include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of
preferred stock by our Board may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders
of our common stock and could dilute the voting rights of the holders of our common stock.


 


Prior
to the issuance of shares of each series of preferred stock, the Board is required by the Nevada Revised Statutes and our articles of
incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Nevada. The certificate
of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions,
including, but not limited to, some or all of the following:


 


	 	●	the
    number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased
    (but not below the number of shares then outstanding) from time to time by action of the Board;


 




    	 



     


    

 


	 	●	the
    dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative,
    and, if so, from which date;
	 	 	 
	 	●	whether
    that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;
	 	 	 
	 	●	whether
    that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment
    of the conversion rate in such events as the Board may determine;
	 	 	 
	 	●	whether
    or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
	 	 	 
	 	●	whether
    that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of
    such sinking fund;
	 	 	 
	 	●	whether
    or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or
    class in any respect;
	 	 	 
	 	●	the
    rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation,
    and the relative rights or priority, if any, of payment of shares of that series; and
	 	 	 
	 	●	any
    other relative rights, preferences and limitations of that series.


 


Once
designated by the Board, each series of preferred stock may have specific financial and other terms.


 


Nevada
Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws


 


Anti-Takeover
Effects of Provisions of Nevada State Law


 


We
may be, or in the future we may become, subject to Nevada’s control share laws. A corporation is subject to Nevada’s control
share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation
does business in Nevada, including through an affiliated corporation. This control share law may have the effect of discouraging corporate
takeovers.


 


The
control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting
shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise the following
proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third
or more but less than a majority; or (3) a majority or more. The ability to exercise this voting power may be direct or indirect, as
well as individual or in association with others.


 


The
effect of the control share law is that an acquiring person, and those acting in association with that person, will obtain only such
voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or
annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders.
Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved.
If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell the shares to others. If the buyer or buyers of those shares themselves do not
acquire a controlling interest, the shares are not governed by the control share law.


 


If
control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting
power, a stockholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights, is entitled
to demand fair value for such stockholder’s shares.


 




    	 



     


    

 


In
addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada
publicly traded corporations and “interested stockholders” for two years after the interested stockholder first becomes an
interested stockholder, unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada
law, an interested stockholder is any person who is: (a) the beneficial owner, directly or indirectly, of 10% or more of the voting power
of the outstanding voting shares of the corporation, or (b) an affiliate or associate of the corporation and at any time within the previous
two years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the
corporation. The definition of “business combination” contained in the statute is sufficiently broad to cover virtually any
kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise
to benefit its own interests rather than the interests of the corporation and its other stockholders.


 


The
effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from
doing so if it cannot obtain the approval of our board of directors.


 


Articles
of Incorporation and Bylaws


 


Provisions
of our articles of incorporation, as amended, and amended and restated bylaws may delay or discourage transactions involving an actual
or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive
a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these
provisions could adversely affect the price of our common stock. Among other things, our articles of incorporation and bylaws:


 


	 	●	permit
    our Board to issue up to 50,000,000 shares of preferred stock, without further action by the stockholders, with any rights, preferences
    and privileges as our Board may designate, including the right to approve an acquisition or other change in control;
	 	 	 
	 	●	provide
    that the authorized number of directors may be changed only by a resolution adopted by a majority of the whole Board;
	 	 	 
	 	●	provide
    that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative
    vote of a majority of directors then in office, even if less than a quorum;
	 	 	 
	 	●	do
    not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to
    vote in any election of directors to elect all of the directors standing for election, if they should so choose);
	 	 	 
	 	●	provide
    that special meetings of our stockholders may be called only by (i) the Chairman of the Board, (ii) the Chief Executive Officer or
    (iii) a resolution adopted by a majority of the whole Board;
	 	 	 
	 	●	provide
    that stockholders may alter, amend or repeal any section of our bylaws by an affirmative vote of the holders of at least sixty-six
    and two-thirds (66 2/3%) of the outstanding voting power, voting together as a single class; and
	 	 	 
	 	●	provide
    advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at
    a stockholder meeting must comply.