ACCORDANCE WITH
THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT; AND (B)
NEITHER THE CORPORATION NOR THE HOLDER HAS ENGAGED IN ANY "DIRECTED SELLING
EFFORTS" (AS DEFINED IN REGULATION S) IN THE UNITED STATES; OR
(II)
EXERCISE SUCH WARRANTS IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE U.S.
STATE LAWS AND REGULATIONS AND THE HOLDER HAS (A) DELIVERED A DULY COMPLETED AND
EXECUTED WARRANT EXERCISE CERTIFICATION (IN THE FORM ATTACHED HERETO AS SCHEDULE
B) CERTIFYING THAT THE HOLDER IS EXERCISING THE WARRANTS PURSUANT TO SUCH
EXEMPTIONS AND (B) FURNISHED TO THE CORPORATION, PRIOR TO SUCH EXERCISE, AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO
THE CORPORATION TO SUCH EFFECT.
(D)
LEGENDING IF REGISTRATION STATEMENT NOT
EFFECTIVE:
UNLESS THE WARRANT IS EXERCISED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, THE CERTIFICATE REPRESENTING THE COMMON SHARES IS ISSUED
UPON EXERCISE OF THE WARRANT WILL BEAR LEGENDS RESTRICTING THE TRANSFER WITHOUT
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
AND RESTRICTING TRANSFER UNDER THE TORONTO STOCK EXCHANGE, SUBSTANTIALLY IN THE
FORM SET FORTH BELOW:
"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."
15
If the Common Shares are also then listed on the Toronto Stock Exchange.
certificates representing the Common Shares will also bear the following legend
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE
FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON TSX."
(E)
SUSPENSIONS OF REGISTRATION STATEMENT,
ETC,...:
IF ANY COMMON SHARES ISSUABLE UPON THE EXERCISE OF WARRANTS REQUIRE THE
MAINTENANCE OF A CURRENT REGISTRATION STATEMENT, WITH RESPECT TO SUCH COMMON
SHARES UNDER THE 1933 ACT, THE CORPORATION SHALL HAVE THE AUTHORITY TO SUSPEND
THE EXERCISE OF ANY OR ALL WARRANTS WHILE SUCH REGISTRATION STATEMENT IS NOT
CURRENT.
SIMILARLY, A WARRANTHOLDER RESIDING IN A STATE WHERE A REQUIRED
REGISTRATION OR GOVERNMENTAL APPROVAL OF ISSUANCE OF THE COMMON SHARES