Exhibit 10.1


U.S. GOLD CORPORATION


- and -


GMP SECURITIES L.P.


- and -


EQUITY TRANSFER & TRUST COMPANY


SECOND SUPPLEMENTAL INDENTURE


to


Subscription
Receipt Indenture Dated February 22, 2006

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


Dated as of August 2, 2006


Fraser
Milner Casgrain LLP

















 


THIS SUPPLEMENTAL INDENTURE made as of the
2nd day of August, 2006.


B E T W E E N:


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


OF THE FIRST PART


-
and -


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




OF THE SECOND PART


-
and -


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


OF THE THIRD PART


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


AND WHEREAS the Principal Indenture was amended as of July 24, 2006 by
way of supplemental indenture (the “First Supplemental
Indenture”) in order to amend Sections 2.01, 4.06 and 5.01 of the
Principal Indenture to reflect an additional covenant of the Corporation;


AND WHEREAS in accordance
with Section 8.11(i) of the Principal Indenture, the holders of Subscription
Receipts have the power to amend the Principal Indenture by Extraordinary
Resolution (as defined in the Principal Indenture) with such power being
exercisable in writing pursuant to Section 8.15 of the Principal Indenture;


AND WHEREAS the holders of Subscription Receipts have adopted an
Extraordinary Resolution in writing to amend Section 1.01 of the Principal Indenture
as described below to reflect revised Release Conditions (as defined in the
Principal Indenture);


AND WHEREAS this supplemental indenture is proposed to be entered into
to reflect the terms of the Extraordinary Resolution pursuant to Section 9.01(d)
of the Principal Indenture;


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

















 


 


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


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


ARTICLE 1


SUPPLEMENTAL NATURE OF
INDENTURE

AND RELATED MATTERS


1.1                                                                               Definitions


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


1.2                                                                               Supplemental
Nature of Indenture


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


1.3                                                                               Supplement of Principal
Indenture


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


1.4                                                                               Supplemental Indenture


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


1.5                                                                               Confirmation


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



 2
 






 



 


ARTICLE 2


AMENDMENT


2.1                                                                               Amendment of Section 1.01


In Section 1.01(a) of
Principal Indenture, delete the definition of “Release Conditions” and replace
this definition with the following:


“
‘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 the Ontario Securities Commission, as the principal regulator under
National Policy 43-201 and the MRRS, issues a decision document evidencing that
each of the Securities Commissions has issued a receipt for the Final
Prospectus; (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 being conditionally approved for listing on the Toronto
Stock Exchange; and (iv) the delivery of an opinion, addressed to the Agent in
a form satisfactory to the Agent, acting reasonably, provided by United States
counsel to U.S. Gold in respect of the Final Prospectus and as to matters of
United States law only, that no facts have come to such U.S. counsel’s
attention that would cause such U.S. counsel to believe that the Final
Prospectus (except for the financial statements and other financial and
statistical information and any geological and geophysical information relating
to the Tonkin Springs property), at the time the Final Prospectus was filed,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading”;


ARTICLE 3


ACCEPTANCE
BY SUBSCRIPTION RECEIPT


3.1                                                                               Acceptance by Subscription Receipt Agent


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


ARTICLE 4


MISCELLANEOUS


4.1                                                                               Confirmation of Principal Indenture


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



 3
 






 



 


4.2                                                                               Enurement


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


4.3                                                                               Further Assurances


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


[signature
page follows]



 4
 






 



 


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


	
   

  	
   

  	
  U.S. GOLD CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/
  William F. Pass

  	
   

  
	
   

  	
   

  	
   

  	
   Name: William F. Pass

  
	
   

  	
   

  	
   

  	
   Title:  
  Vice President & Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GMP SECURITIES L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Mark Wellings

  	
   

  
	
   

  	
   

  	
   

  	
   Name: Mark Wellings

  
	
   

  	
   

  	
   

  	
   Title:  
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EQUITY TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Carol Mikos

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Carol Mikos

  
	
   

  	
   

  	
   

  	
  Title:  
  Senior Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Derrice Richards

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Derrice Richards

  
	
   

  	
   

  	
   

  	
  Title:  
  Senior Advisor

  



 



 5