herein for and on behalf of
those persons who become holders of Warrants issued hereunder;
AND WHEREAS the foregoing recitals are made as representations by the
Corporation and not the Warrant Agent;
NOW THEREFORE THIS INDENTURE WITNESSETH that for good and valuable consideration
mutually given and received, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed and declared as follows:
ARTICLE ONE
DEFINITIONS AND INTERPRETATION
Section 1.01
Definitions:
In this Indenture and in the Warrant Certificates, unless there is something in
the subject matter or context inconsistent therewith, the words and terms
defined in this section 1.01 shall, for the purpose of this Indenture and all
supplemental indentures hereto and for the purpose of the Warrant Certificates,
have the respective meanings specified in this section 1.01:
(A)
"1933 ACT" MEANS THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED;
(B)
"ACCREDITED INVESTOR" MEANS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) OF REGULATION D;
(C)
"AGENTS" MEANS GMP SECURITIES LP AND
GRIFFITHS MCBURNEY CORP. COLLECTIVELY;
(D)
"AGENT'S WARRANTS" MEANS THE UP TO 1,002,000
AGENT'S WARRANTS ISSUED IN ACCORDANCE WITH THE AGENCY AGREEMENT DATED AS OF THE
DATE HEREOF BETWEEN THE CORPORATION AND THE AGENT;
(E)
"APPLICABLE LEGISLATION" MEANS THE
PROVISIONS, IF ANY, OF THE BUSINESS CORPORATIONS ACT (ONTARIO) AND ANY STATUTE
OF CANADA OR A PROVINCE THEREOF, AND OF THE REGULATIONS UNDER ANY SUCH STATUTES,
RELATING TO WARRANT INDENTURES OR TO THE RIGHTS, DUTIES AND OBLIGATIONS OF
TRUSTEES AND OF CORPORATIONS UNDER WARRANT INDENTURES, TO THE EXTENT THAT SUCH
PROVISIONS ARE AT THE TIME IN FORCE AND APPLICABLE TO THIS INDENTURE;
(F)
"BUSINESS DAY" MEANS A DAY WHICH IS NOT A
SATURDAY OR SUNDAY OR A CIVIC OR STATUTORY HOLIDAY IN ANY OF THE CITIES WHERE
WARRANT CERTIFICATES MAY BE SURRENDERED TO THE WARRANT AGENT PURSUANT TO THE
PROVISIONS HEREOF;
(G)
"CERTIFIED RESOLUTION" MEANS A COPY OF A
RESOLUTION CERTIFIED BY THE PRESIDENT OR THE SECRETARY OF THE CORPORATION, WHICH
MAY BUT NEED NOT BE UNDER THE CORPORATE SEAL OF THE CORPORATION, TO HAVE BEEN
PASSED BY THE DIRECTORS AND TO BE IN FULL FORCE AND EFFECT ON THE DATE OF SUCH
CERTIFICATION;
(H)
"COMMON SHARE REORGANIZATION" MEANS ANY OF
THE EVENTS DESCRIBED IN PARAGRAPHS 5.01(A)(I), (II), (III) OR (IV) HEREOF;
2
(I)
"COMMON SHARES" MEANS THE SHARES OF
COMMON STOCK, NO PAR VALUE, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AS SUCH
SHARES OF COMMON STOCK ARE CONSTITUTED AT THE CLOSE OF BUSINESS ON THE EFFECTIVE
DATE; PROVIDED THAT IN THE EVENT OF ANY ADJUSTMENT PURSUANT TO THE PROVISIONS OF
ARTICLE FIVE HEREOF, "COMMON SHARES" SHALL THEREAFTER MEAN THE SHARES OR OTHER
SECURITIES OR PROPERTY RESULTING FROM SUCH ADJUSTMENT;
(J)
"CORPORATION" MEANS U.S. GOLD
CORPORATION AND INCLUDES ANY SUCCESSOR CORPORATION THERETO;
(K)
"CORPORATION'S AUDITORS" MEANS THE FIRM OF
CHARTERED ACCOUNTANTS APPOINTED AS THE AUDITORS OF THE CORPORATION AT THE
PARTICULAR TIME;
(L)
"COUNSEL" MEANS A BARRISTER AND
SOLICITOR OR A FIRM OF BARRISTERS AND SOLICITORS, WHO MAY BE COUNSEL FOR THE
CORPORATION, ACCEPTABLE TO