Exhibit
4.6


 


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 April 30, 2020, 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. As of April 30, 2020, there were 2,903,393 shares
of our common stock issued and outstanding, and 57 shares of preferred stock outstanding.


 


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. As of April 30, 2020, we have less than 100 stockholders of record who are residents
of Nevada.


 


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.