and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of March 9, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores • New York
WARRANT AGENCY AGREEMENT, dated as of March 9, 2023 (“Agreement”), between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
The undersigned, U.S. GoldMining Inc., a company incorporated under the laws of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative of the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • March 3rd, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. GoldMining Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. GoldMining Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • Nevada
This Indemnification Agreement (this “Agreement”) is made as of September ___, 2022, by and between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and ______________________ (“Indemnitee”).
Vancouver, B.C. V6E 2Y3Employment Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores
This amended and restated letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which GoldMining Inc. (the “Company”) will employ Tim Smith (the “Executive”) to provide services to the Company and its subsidiaries (the “Services”), including those set forth at Schedule “A” hereto, and to provide services as Vice President of Exploration of the Company and Chief Executive Officer of BRI Alaska Corp. and its successors or assigns (“BRI”), the Company’s subsidiary, as of, and from, the Effective Date (as defined herein).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • Nevada
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of September ____, 2022 between U.S. GoldMining Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and [●] (the “Awardee”) pursuant to the Company’s Equity Incentive Plan dated September 26, 2022 (the “Plan”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Plan.
AT THE MARKET OFFERING AGREEMENTTerms Agreement • May 15th, 2024 • U.S. GoldMining Inc. • Gold and silver ores • New York
WAIVERU.S. GoldMining Inc. • November 4th, 2022 • Gold and silver ores
Reference is made to the amended and restated executive employment agreement dated August 4, 2022 between Tim Smith (the “Executive”) and GMI (the “Amended and Restated Agreement”), amending and restating an executive employment agreement dated March 8, 2022. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to those terms in the Amended and Restated Agreement.
WARRANT AGREEMENTWarrant Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2023, is entered into by and between U.S. GoldMining Inc. a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Amendment to Restricted Stock Award AgreementRestricted Stock Award Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores
This amendment to Restricted Stock Award Agreement (this “Amendment”) is effective as of May __, 2023 (the “Effective Date”) and is entered into by and between ______________________ (the “Awardee”) and U.S. GoldMining Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Restricted Stock Award Agreement, dated September 23, 2022, by and between the Awardee and the Company (the “Award Agreement”).
WAIVERU.S. GoldMining Inc. • February 10th, 2023 • Gold and silver ores
Reference is made to the amended and restated executive employment agreement dated August 4, 2022 between Tim Smith (the “Executive”) and GMI (the “Amended and Restated Agreement”), amending and restating an executive employment agreement dated March 8, 2022. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to those terms in the Amended and Restated Agreement.
US GOLDMINING CANADA INC. Vancouver, B.C. V6E 2Y3Letter Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores
This letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which the Company will employ the Executive, through direct employment with USGOLD Canada pursuant to this Agreement, to provide services to the Company and its subsidiaries (the “Services”), including those set forth at Schedule “A” hereto, and to provide services as Interim Chief Financial Officer of the Company as of, and from, the Effective Date.
formerly BRI Alaska Corp.)Letter Agreement • November 4th, 2022 • U.S. GoldMining Inc. • Gold and silver ores
This Letter Agreement confirms our discussions to date and our mutual understanding with respect to certain awards granted under USGMI’s Equity Incentive Plan dated March 8 2022 (the “USGMI Plan”) and pursuant to a Restricted Share Award Agreement between USGMI and the Recipient dated March 8, 2022 (the “Original Award Agreement”).
