AND THE CORPORATION SHALL HAVE NO FURTHER OBLIGATIONS
WITH RESPECT TO ANY SUBSCRIPTION RECEIPTS CANCELLED PURSUANT TO THIS
SECTION 2.02(D).
Section 2.03
Form of Subscription Receipt
Certificates
(A)
FORM:
THE SUBSCRIPTION RECEIPT
CERTIFICATES (INCLUDING THE CERTIFICATE OF THE SUBSCRIPTION RECEIPT AGENT
ENDORSED THEREON) WILL BE SUBSTANTIALLY IN THE FORM OF THE CERTIFICATE ATTACHED
HERETO AS SCHEDULE A, WILL BE DATED AS OF THE DATE HEREOF (REGARDLESS OF THE
ACTUAL DATES OF THEIR ISSUE), WILL BEAR SUCH DISTINGUISHING LETTERS AND NUMBERS
AS THE CORPORATION, WITH THE APPROVAL OF THE SUBSCRIPTION RECEIPT AGENT,
MAY PRESCRIBE AND SUCH LEGENDS AS PERMITTED UNDER THIS INDENTURE AND WILL BE
ISSUABLE IN ANY WHOLE NUMBER DENOMINATION.
(B)
PRODUCTION:
THE SUBSCRIPTION RECEIPT
CERTIFICATES MAY BE ENGRAVED, LITHOGRAPHED OR PRINTED (THE EXPRESSION "PRINTED"
INCLUDING FOR PURPOSES HEREOF BOTH ORIGINAL TYPEWRITTEN MATERIAL AS WELL AS
MIMEOGRAPHED, MECHANICALLY, PHOTOGRAPHICALLY, PHOTOSTATICALLY OR ELECTRONICALLY
REPRODUCED, TYPEWRITTEN OR OTHER WRITTEN MATERIAL), OR PARTLY IN ONE FORM AND
PARTLY IN ANOTHER, AS THE CORPORATION MAY DETERMINE.
(c)
Legends:
Certificates representing
Subscription Receipts, as well as all certificates issued in exchange for or in
substitution of such certificates representing Subscription Receipts, shall bear
the following legends:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
LATER OF (I) FEBRUARY 22, 2006, AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.";
and
10
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.
Section 2.04
Signing of Subscription Receipt
Certificates
(A)
SIGNING OFFICERS:
THE SUBSCRIPTION RECEIPT
CERTIFICATES SHALL BE SIGNED BY ANY ONE OFFICER OF THE CORPORATION OR ANY ONE
DIRECTOR OR BY ANY OTHER INDIVIDUAL TO WHOM SUCH SIGNING AUTHORITY IS DELEGATED
BY THE DIRECTORS FROM TIME TO TIME.
(B)
SIGNATURES:
THE SIGNATURE OF ANY OFFICER OF
THE CORPORATION OR DIRECTOR OR ANY INDIVIDUAL REFERRED TO IN
SUBSECTION 2.04(A) HEREOF MAY BE A MANUAL SIGNATURE, ENGRAVED, LITHOGRAPHED OR
PRINTED IN FACSIMILE AND SUBSCRIPTION RECEIPT CERTIFICATES BEARING SUCH
FACSIMILE SIGNATURE WILL, SUBJECT TO SECTION 2.05 HEREOF, BE BINDING ON THE
CORPORATION AS IF THEY HAD BEEN MANUALLY SIGNED BY SUCH OFFICER