hereof; and (ii) the date the Corporation became a reporting
issuer in any province or territory of Canada shall bear the following legend:]
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MAY
NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME
A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.
[Certificates issued if the Registration Statement is not effective 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 THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
U.S. SECURITIES ACT.
THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").
THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON
BEHALF OF ANY U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS SUCH EXERCISE IS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE,
AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO IT TO SUCH EFFECT.
EXERCISABLE ONLY PRIOR TO 5:00 P.M., DENVER TIME, ON THE EXPIRY DATE AFTER WHICH
TIME THIS WARRANT CERTIFICATE SHALL BE NULL AND VOID.
NUMBER
CERTIFICATE FOR <>
CUSIP
WARRANTS
WARRANT
TO PURCHASE COMMON SHARES OF U.S. GOLD CORPORATION
THIS IS TO CERTIFY THAT, for value received, <> (the "holder") is entitled to
subscribe for and to purchase, AT ANY TIME PRIOR TO 5:00 P.M., DENVER TIME, ON
THE EXPIRY DATE (as hereinafter defined),
fully paid and
non-assessable common shares ("Common Shares") of U.S. Gold Corporation (the
"Corporation") as constituted on the date hereof (as hereinafter defined), on
the basis of one Common Share for each one Warrant (subject to adjustment in
certain circumstances), at an exercise price of US$10.00 per Common Share
(subject to adjustment in certain circumstances), by surrendering this Warrant
Certificate to the warrant agent specified below with a subscription form (FORM
1) properly completed and executed, and a certified cheque, bank draft or money
order in lawful money of the United States