and Form of Warrants:
(A)
AUTHORIZATION OF WARRANTS:
THE CORPORATION
HEREBY CREATES AND AUTHORIZES FOR ISSUE UP TO 8,851,000 WARRANTS ENTITLING THE
HOLDERS THEREOF TO SUBSCRIBE FOR AND PURCHASE UP TO AN AGGREGATE OF 8,851,000
COMMON SHARES TOGETHER WITH SUCH ADDITIONAL INDETERMINATE NUMBER OF COMMON
SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO ANY ADJUSTMENT REQUIRED TO BE
MADE BY THE PROVISIONS OF ARTICLE FIVE HEREOF, AND SUCH WARRANTS ARE HEREBY
AUTHORIZED TO BE ISSUED.
(B)
FORM OF WARRANT CERTIFICATE: UPON THE ISSUE
OF THE WARRANTS, WARRANT CERTIFICATES SHALL BE EXECUTED BY THE CORPORATION AND
DELIVERED TO THE WARRANT AGENT, COUNTERSIGNED BY THE
7
WARRANT AGENT UPON THE WRITTEN DIRECTION OF THE CORPORATION AND DELIVERED BY THE
WARRANT AGENT TO THE CORPORATION OR TO THE ORDER OF THE CORPORATION PURSUANT TO
A WRITTEN DIRECTION OF THE CORPORATION, WITHOUT ANY FURTHER ACT OF OR FORMALITY
ON THE PART OF THE CORPORATION.
THE WARRANT CERTIFICATES SHALL BE SUBSTANTIALLY
IN THE FORM OF THE CERTIFICATE ATTACHED HERETO AS SCHEDULE "A", SHALL BE DATED
AS OF THE DATE OF ISSUE THEREOF (INCLUDING ALL REPLACEMENTS ISSUED IN ACCORDANCE
WITH THIS INDENTURE) AND MAY BEAR A FACSIMILE OF THE SEAL OF THE CORPORATION AND
SUCH DISTINGUISHING LETTERS AND NUMBERS AS THE CORPORATION MAY, WITH THE
APPROVAL OF THE WARRANT AGENT, PRESCRIBE.
IRRESPECTIVE OF ANY ADJUSTMENTS
REQUIRED TO BE MADE BY THE PROVISIONS OF ARTICLE FIVE HEREOF, ALL REPLACEMENT
WARRANT CERTIFICATES SHALL CONTINUE TO EXPRESS THE NUMBER OF COMMON SHARES
PURCHASABLE UPON THE EXERCISE OF THE WARRANTS REPRESENTED THEREBY AND THE
EXERCISE PRICE AS IF SUCH WARRANT CERTIFICATES WERE ISSUED AS OF THE INITIAL
DATE OF ISSUE THEREOF PURSUANT HERETO.
(C)
LEGENDS ON WARRANT CERTIFICATES:
(I)
UNLESS THE REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE BY THE SEC PRIOR TO THE DATE OF THE ISSUANCE OF THE
WARRANTS AND IS EFFECTIVE AT THE TIME OF EXERCISE, WARRANT CERTIFICATES
REPRESENTING WARRANTS ISSUED TO U.S. PERSONS, TO PERSONS IN THE UNITED STATES OR
TO PERSONS FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED
STATES, AS WELL AS ALL CERTIFICATES ISSUED IN EXCHANGE FOR OR IN SUBSTITUTION OF
SUCH CERTIFICATES REPRESENTING WARRANTS SHALL BEAR THE FOLLOWING LEGEND:
"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