DAY AS
THE INITIAL MAILING OR NOTICE (OR OTHER COMMUNICATION) WITH RESPECT THERETO IS
GIVEN BY US GOLD TO ITS STOCKHOLDERS:
(A)
A COPY OF SUCH NOTICE, TOGETHER WITH ANY
RELATED MATERIALS, INCLUDING ANY CIRCULAR OR INFORMATION STATEMENT OR LISTING
PARTICULARS, TO BE PROVIDED TO SHAREHOLDERS OF US GOLD BUT EXCLUDING PROXIES TO
VOTE US GOLD COMMON STOCK;
(B)
A STATEMENT THAT SUCH BENEFICIARY IS
ENTITLED TO INSTRUCT THE TRUSTEE AS TO THE EXERCISE OF THE BENEFICIARY VOTES
WITH RESPECT TO SUCH US GOLD MEETING OR US GOLD CONSENT, AS THE CASE MAY BE, OR,
PURSUANT AND SUBJECT TO SECTION 4.7, TO ATTEND SUCH US GOLD MEETING AND TO
EXERCISE PERSONALLY THE BENEFICIARY VOTES THEREAT;
(C)
A STATEMENT AS TO THE MANNER IN WHICH SUCH
INSTRUCTIONS MAY BE GIVEN TO THE TRUSTEE, INCLUDING AN EXPRESS INDICATION THAT
INSTRUCTIONS MAY BE GIVEN TO THE TRUSTEE TO GIVE:
(I)
A PROXY TO SUCH BENEFICIARY OR HIS, HER
OR ITS DESIGNEE TO EXERCISE PERSONALLY SUCH HOLDER'S BENEFICIARY VOTES; OR
(II)
A PROXY TO A DESIGNATED AGENT OR OTHER
REPRESENTATIVE OF THE MANAGEMENT OF US GOLD TO EXERCISE SUCH BENEFICIARY VOTES;
(D)
A STATEMENT THAT IF NO SUCH INSTRUCTIONS ARE
RECEIVED FROM THE BENEFICIARY, THE BENEFICIARY VOTES TO WHICH SUCH BENEFICIARY
IS ENTITLED WILL NOT BE EXERCISED;
(E)
A FORM OF DIRECTION WHEREBY THE BENEFICIARY
MAY SO DIRECT AND INSTRUCT THE TRUSTEE AS CONTEMPLATED HEREIN; AND
(F)
A STATEMENT OF (I) THE TIME AND DATE BY
WHICH SUCH INSTRUCTIONS MUST BE RECEIVED BY THE TRUSTEE IN ORDER TO BE BINDING
UPON IT, WHICH IN THE CASE OF A US GOLD MEETING SHALL NOT BE LATER THAN THE
CLOSE OF BUSINESS ON THE SECOND BUSINESS DAY PRIOR TO SUCH MEETING, AND (II) THE
METHOD FOR REVOKING OR AMENDING SUCH INSTRUCTIONS.
(2)
THE MATERIALS REFERRED TO IN THIS SECTION
4.3 ARE TO BE PROVIDED TO THE TRUSTEE BY US GOLD, AND THE MATERIALS REFERRED TO
IN SECTIONS 4.3(1)(C), 4.3(1)(E) AND 4.3(1)(F) SHALL (IF REASONABLY PRACTICABLE
TO DO SO) BE SUBJECT TO REASONABLE COMMENT BY THE TRUSTEE IN A TIMELY MANNER;
PROVIDED, HOWEVER, THAT THE TRUSTEE SHALL HAVE NO OBLIGATION TO REVIEW SUCH
MATERIALS. SUBJECT TO THE FOREGOING, US GOLD SHALL ENSURE THAT THE MATERIALS TO
BE PROVIDED TO THE TRUSTEE ARE PROVIDED IN SUFFICIENT TIME TO PERMIT THE TRUSTEE
TO COMMENT AS AFORESAID AND TO SEND ALL MATERIALS TO EACH BENEFICIARY AT THE
SAME TIME AS SUCH MATERIALS ARE FIRST SENT TO HOLDERS OF US GOLD COMMON STOCK.
US GOLD AGREES NOT TO
5
COMMUNICATE WITH HOLDERS OF US GOLD COMMON STOCK WITH RESPECT TO THE MATERIALS
REFERRED TO IN THIS SECTION 4.3 OTHERWISE THAN BY MAIL UNLESS SUCH METHOD OF
COMMUNICATION IS ALSO REASONABLY AVAILABLE TO THE TRUSTEE FOR COMMUNICATION WITH
THE BENEFICIARIES.
(3)
FOR THE PURPOSE OF DETERMINING BENEFICIARY
VOTES TO WHICH A BENEFICIARY IS ENTITLED IN RESPECT OF ANY US GOLD MEETING OR US
GOLD CONSENT, THE NUMBER OF EXCHANGEABLE SHARES OWNED OF RECORD BY THE
BENEFICIARY SHALL BE DETERMINED AT THE