THE MERITS OF THE
SUBSCRIPTION RECEIPTS, THE COMMON SHARES, WARRANTS, OR WARRANT SHARES.
(C)
THE SUBSCRIPTION RECEIPTS SHALL BE SUBJECT
TO STATUTORY RESALE RESTRICTIONS UNDER THE SECURITIES LAWS OF THE JURISDICTION
IN WHICH THE SUBSCRIBER RESIDES AND UNDER OTHER APPLICABLE SECURITIES LAWS, AND
THE SUBSCRIBER COVENANTS THAT IT WILL NOT RESELL THE SUBSCRIPTION RECEIPTS
EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE SUBSCRIBER ACKNOWLEDGES THAT IT IS
SOLELY RESPONSIBLE (AND NEITHER THE CORPORATION NOR THE AGENT ARE IN ANY WAY
RESPONSIBLE) FOR SUCH COMPLIANCE.
(D)
THE ABILITY TO TRANSFER THE SUBSCRIPTION
RECEIPTS IS LIMITED BY, AMONG OTHER THINGS, APPLICABLE SECURITIES LAWS AND THE
CORPORATION SHALL REFUSE, AND SHALL INSTRUCT ITS TRANSFER AGENT TO REFUSE, TO
REGISTER ANY TRANSFER THAT DOES NOT COMPLY WITH THE SECURITIES LAWS.
(E)
THE CERTIFICATES REPRESENTING THE
SUBSCRIPTION RECEIPTS, AND THE CERTIFICATES REPRESENTING COMMON SHARES, WARRANTS
AND WARRANT SHARES, IF ISSUED PRIOR TO RECEIPT OF THE FINAL RECEIPT, WILL BEAR
LEGENDS SUBSTANTIALLY IN THE FOLLOWING FORM AND WITH THE NECESSARY INFORMATION
INSERTED:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE
LATER OF (I) [THE CLOSING DATE]; AND (II) THE DATE THAT THE ISSUER BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."
THE CERTIFICATES REPRESENTING THE SUBSCRIPTION RECEIPTS AND THE CERTIFICATES
REPRESENTING COMMON SHARES, WARRANTS AND WARRANT SHARES, IF ISSUED PRIOR TO THE
REGISTRATION STATEMENT BECOMING EFFECTIVE, AND ALL CERTIFICATES ISSUED IN
SUBSTITUTION OR EXCHANGE THEREOF, WILL BEAR A LEGEND SUBSTANTIALLY IN THE
FOLLOWING FORM:
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.
(F)
THE AGENT AND/OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES ASSUME NO RESPONSIBILITY OR
LIABILITY OF ANY NATURE WHATSOEVER FOR THE ACCURACY OR ADEQUACY OF ANY SUCH
PUBLICLY AVAILABLE INFORMATION CONCERNING THE CORPORATION OR AS TO WHETHER ALL
INFORMATION CONCERNING THE CORPORATION THAT IS REQUIRED TO BE DISCLOSED OR FILED
BY THE CORPORATION UNDER THE SECURITIES LAWS HAS BEEN SO DISCLOSED OR FILED.
(G)
THE CORPORATION AND THE AGENT ARE RELYING ON
THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN AND IN THE
APPLICABLE SCHEDULES ATTACHED HERETO TO DETERMINE THE SUBSCRIBER'S ELIGIBILITY
TO