Exhibit 10.30
UNIT SUBSCRIPTION AGREEMENT
(for Non-United States Purchasers only)
To: U.S. Gold Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx X.X.X. 00000-0000
The undersigned (the "Purchaser") hereby irrevocably subscribes for and
agrees to purchase from U.S. Gold Corporation (the "Company") on the terms and
conditions set forth in this Subscription Agreement ("Agreement") that number of
Units set forth in Clause 17 below (the "Units"). The price of each Unit is
US$0.50 and each Unit shall consist of one Common Share, par value US$0.10 (the
"Share"), and one-half Common Share Purchase Warrant. Each full Purchase Warrant
will entitle the holder to subscribe for one Share of the Company at US$0.80 for
a period of two years from the date of Closing as provided in Exhibit 1 attached
hereto. The Purchaser agrees to pay the purchase price for the Units set forth
in Clause 17 to the Company on or before the Closing Date (hereinafter defined).
1. Conditions of Purchase
The Purchaser acknowledges that the Company's obligation to sell the Units
and issue Units to the Purchaser is subject to, among other things, the
conditions that:
(a) the Purchaser executes and returns to the Company all documents
required by this Agreement, including Schedule B, demonstrating that
the Purchaser is an "accredited investor", as such term is defined in
Regulation D promulgated by the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933
Act");
(b) all necessary regulatory approvals, if any, being obtained by the
Company prior to the Closing; and
(c) the representations and warranties of the Purchaser being true and
correct as at the Closing
(d) the Company has reviewed the completed Unit Subscription Agreement
submitted by the Purchaser and accepted the subscription.
Nothwithstanding this condition, the subscription is irrevocable
unless it is rejected by the Company.
2. Delivery and Payment
The Purchaser agrees that the following shall be delivered to the Company
prior to the Closing:
(a) one completed and duly signed copy of this Agreement;
(b) all other documentation as may be required by applicable securities
legislation, including a duly completed Accredited Investor
certificate in the form of Schedule "B" hereto; and
(c) evidence of a wire transfer in the full amount in United States
dollars funds payable to U.S. Gold Corporation Details concerning the
payment procedure are set out in Schedule "A".
Delivery by the Company of the certificates representing the Shares and
Warrants, and payment for the Units by the Purchaser, shall be completed at a
closing (the "Closing") to be held at such time and place as may be mutually
agreed upon by the Company and the Purchaser but not later than June 30, 2004
(the date of the Closing being hereinafter called the "Closing Date").
If the Purchaser chooses not to attend the Closing to receive the Share
certificate and warrant, then the Company shall deliver such certificate and
warrant to the Purchaser at the address set forth below, promptly after the
Closing.
3. Purchaser's Acknowledgements
The Purchaser acknowledges and agrees that:
(a) the sale and delivery of the Shares and Warrants to the Purchaser is
conditional upon such sales being made pursuant to the exemption from
registration under the 1933 Act as set forth in Regulation D
("Regulation D") promulgated thereunder;
(b) the Company will be required to disclose to the Commission, and
thereby through public access to Xxxxx filing, the identity of the
beneficial purchasers of the Shares;
(c) neither the Units, the Shares, the Warrants nor the shares underlying
the Warrants have been registered under the 1933 Act, by reason of
their issuance in a transaction that does not require registration
under the 1933 Act (based in part on the accuracy of the
representations and warranties of Purchaser hereto), and that such
Shares must be held unless a subsequent disposition is registered
under the 1933 Act or is exempt from such registration;
(d) the Shares and Warrants shall bear the following or a substantially
equivalent legend, unless same shall have been included in an
effective registration statement under the 1933 Act:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED;
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(e) it has sufficient knowledge and experience in investing in companies
similar to the Company in terms of the Company's stage of development
so as to be able to evaluate the risks and merits of its investment in
the Company and it is able financially to bear the risks thereof;
(f) no agency, governmental authority, regulatory body, stock exchange or
other entity has made any finding or determination as to the merits
for investment of, nor have any such agencies or governmental
authorities made any recommendation or endorsement with respect to,
the Shares or the Warrants;
(g) the Purchaser has access to and has reviewed to the extent necessary,
via United States Securities and Exchange Commission (the
"Commission") Xxxxx data base, copies of the Company's Form 10-KSB for
the year ended December 31, 2003 as filed with the Commission,
together with all subsequently filed Forms 10-KSB/A, 10-QSB, 8-K,
Proxy Statements, Registration Statement on Form SB-2 and all
amendments thereto and other publicly available filings made with the
Commission ("Commission Reports") and has received from the Company
such other information concerning its operations, financial condition
and other matters as requested of the Company, and Purchaser has
considered all factors the Purchaser deems material in deciding on the
advisability of investing in the Units;
(h) the Units are being offered for sale only on a "private placement"
basis;
(i) the Units are being acquired by the Purchaser in good faith solely for
the Purchaser's own account, for investment purposes only, and are not
being purchased with a view to, or for the resale or distribution
thereof;
(j) the representations, warranties and covenants contained in this
Agreement are made by the Purchaser with the intent that they may be
relied upon by the Company in determining the Purchaser's eligibility
to purchase the Units, and the Purchaser hereby agrees to indemnify
the Company against all losses, claims, costs, expenses and damages or
liabilities which it may suffer or incur caused or arising from its
reliance thereon. The Purchaser further agrees that by accepting the
Shares and Warrants, the Purchaser represents and warrants that the
foregoing representations and warranties are true as at the Closing
with the same force and effect as if they had been made by the
Purchaser at the Closing and that they shall survive the Closing Date
and shall continue in full force and effect notwithstanding any
subsequent disposition of the Shares or the Warrants;
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(k) the offer to sell the Shares and Warrants was directly communicated to
the Purchaser and at no time was the Purchaser presented with or
solicited by any leaflet, newspaper or magazine article, radio or
television advertisement, or any other form of general advertising or
solicited or invited to attend a promotional meeting otherwise than in
connection and concurrently with such communicated offer; and
(l) the Company has the right to reject any subscription, in whole or in
part, for any reason, in which case the funds tendered by the
Purchaser shall be refunded in full, without interest or deduction.
4. Purchaser's Representations and Warranties
The Purchaser hereby represents, warrants and covenants to the Company
(which representations, warranties and covenants shall survive Closing and
continue in full force and effect) that:
(a) the Purchaser is not a resident of the United States of America and
that the Purchaser was offered the Shares outside of the United States
of America;
(b) the Purchaser is an "accredited investor" as that term is defined in
Regulation D promulgated by the 1933 Act by virtue of satisfying the
indicated criterion in paragraph 1 of Schedule "B";
(c) the Purchaser acknowledges that in addition to compliance with the
restrictions on resale applicable under relevant rules of the
Commission, the Purchaser may be subject to various reporting
requirements with the Commission if Purchaser is the owner of 5% or
more of a class of the issued and outstanding stock of the Company;
(d) the Purchaser will execute and deliver all documentation to the
Company as may be required by applicable rules, regulations and
policies of the Commission and to permit the purchase of the Shares on
the terms herein set forth;
(e) this agreement has been duly authorized, executed and delivered by,
and constitutes a legal, valid and binding agreement of, the Purchaser
subject to:
(i) any applicable bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally; and
(ii) general principles of equity, including that the granting of
equitable remedies is within the discretion of a court of
competent jurisdiction;
(f) the Purchaser is not, directly or indirectly, the holder of any common
shares in the capital of the Company other than the number of common
shares of the Company included in the Units disclosed in Clause 17(d);
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(g) the Purchaser is a resident of a country (an "International
Jurisdiction") other than the United States, and
A. the delivery of this Subscription Agreement, the acceptance
this Subscription Agreement by the Company, the issue of the
Shares and Warrants to the Purchaser complies with all
applicable laws of the Purchaser's jurisdiction of residence
and all other applicable laws and will not cause the Company
to become subject to or comply with any disclosure,
prospectus or reporting requirements under any such
applicable laws,
B. the Purchaser is knowledgeable of, or has been independently
advised as to, the applicable securities laws of the
International Jurisdiction which would apply to this
subscription,
C. the Purchaser is purchasing the Units pursuant to exemptions
from the prospectus and registration requirements (or their
equivalent) under the applicable securities laws of that
International Jurisdiction or, if such is not applicable,
each is permitted to purchase the Units under the applicable
securities laws of the International Jurisdiction without
the need to rely on an exemption, and
D. the applicable securities laws do not require the Company to
make any filings or disclosures or seek any approvals of any
kind whatsoever from any regulatory authority of any kind
whatsoever in the International Jurisdiction;
(h) if the Purchaser is not an individual but is a corporation, syndicate,
partnership, trust, association, or any other form of unincorporated
organization or organized group of persons, it has not been created
solely or used primarily to permit a group of persons to purchase
securities without a prospectus in reliance on a prospectus exemption
or, if created for such purpose, every participant in, or member or
beneficiary of, the corporation, syndicate, partnership, trust,
association, unincorporated organization or organized group of
persons, is an accredited investor with the meaning of Regulation D of
the 1933 Act by reason of satisfying one of the requirements
designated in Schedule;
(i) the Purchaser is not an investment club; and
(j) the representations, warranties and covenants of the Purchaser set
forth herein shall survive the closing of the transaction contemplated
hereby.
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5. Company's Representations and Warranties
The Company represents and warrants and agrees with the Purchaser that:
(a) Due Incorporation. The Company has been organized under the laws of
the State of Colorado, United States of America. The Company and each
of its subsidiaries, if any, is a corporation or limited partnership
or limited liability company duly organized, validly existing and in
good standing under the laws of the respective jurisdictions of their
incorporation or registration and have the requisite corporate or
other power to own their properties and to carry on their business as
now being conducted. The Company and each of its subsidiaries is duly
qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary,
other than those jurisdictions in which the failure to so qualify
would not have a material adverse effect on the business, operations
or financial condition of the Company.
(b) Outstanding Stock. All issued and outstanding shares of common stock
of the Company and each of its subsidiaries has been duly authorized
and validly issued and are fully paid and non-assessable.
(c) Reservation of Warrant Shares. The Company undertakes to reserve on
behalf of the purchasers, from its authorized but unissued common
stock, at all times that the Warrants are outstanding, a number of
common shares necessary to allow fully the exercise of all such
Warrant Shares.
(d) Authority; Enforceability. This Agreement and other agreements
delivered together with this Agreement or in connection herewith have
been duly authorized, executed and delivered by the Company and are
valid and binding agreements enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights generally and to general
principles of equity; and the Company has full corporate power and
authority necessary to enter into this Agreement, and such other
agreements and to perform its obligations hereunder and under all
other agreements entered into by the Company relating hereto.
(e) Additional Issuances. There are no outstanding agreements or
preemptive or similar rights affecting the Company's common stock or
equity and no outstanding rights, warrants or options to acquire, or
instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of any shares of
common stock or equity of the Company or other equity interest in any
of the subsidiaries of the Company except as described in the public
reports or otherwise provided to Purchaser.
(f) Consents. No consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the
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Company, or any of its affiliates, the National Association of
Securities Dealers, Inc. ("NASD") or the Company's shareholders is
required for execution of this Agreement, and all other agreements
entered into by the Company relating thereto, including, without
limitation, the issuance and sale of the Shares, and the performance
of the Company's obligations hereunder.
(g) No Violation or Conflict. Assuming the representations and warranties
of the Purchaser in this Agreement are true and correct and the
Purchaser complies with its obligations under this Agreement, the
issuance and sale of the Shares and the performance of the Company's
obligations under this Agreement will not:
(i) violate, conflict with, result in a breach of, or constitute a
default (or an event which with the giving of notice or the lapse
of time or both would be reasonably likely to constitute a
default) under (A) the articles of incorporation, charter or
bylaws of the Company, (B) to the Company's knowledge, any
decree, judgment, order, law, treaty, rule, regulation or
determination applicable to the Company or any court,
governmental agency or body, or arbitrator having jurisdiction
over the Company or any of its affiliates or over the properties
or assets of the Company or any of its affiliates, (C) the terms
of any bond, debenture, note or any other evidence of
indebtedness, or any agreement, stock option or other similar
plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its affiliates is a
party, by which the Company or any of its affiliates is bound, or
to which any of the properties of the Company or any of its
affiliates is subject, or (D) the terms of any "lock-up" or
similar provision of any underwriting or similar agreement to
which the Company, or any of its affiliates is a party except the
violation, conflict, breach, or default of which would not have a
material adverse effect on the Company; or
(ii) result in the creation or imposition of any lien, charge or
encumbrance upon the Shares or any of the assets of the Company,
its subsidiaries or any of its affiliates.
(h) The Shares. The Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens,
claims or other encumbrances, but are subject to restrictions
upon transfer under the 1933 Act and state laws;
(ii) have been duly and validly authorized and on the date of
issuance, fully paid and nonassessable;
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(iii) will not have been issued or sold in violation of any preemptive
or other similar rights of the holders of any securities of the
Company; and
(iv) will not subject the holders thereof to personal liability by
reason of being such holders.
(i) Litigation. There is no pending or, to the best knowledge of the
Company, threatened action, suit, proceeding or investigation before
any court, governmental agency or body, or arbitrator having
jurisdiction over the Company, or any of its affiliates that would
affect the execution by the Company or the performance by the Company
of its obligations under this Agreement, and all other agreements
entered into by the Company relating hereto. To the best knowledge of
the Company there is no threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its
affiliates which litigation if adversely determined could have a
material adverse effect on the Company.
(j) Reporting Company. The Company is a publicly held company subject to
reporting obligations pursuant to Sections 15(d) or 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and has a
class of common shares registered pursuant to Section 12(g) of the
1934 Act. The Company's common stock is quoted for trading on the OTC
Bulletin Board ("Bulletin Board"). Pursuant to the provisions of the
1934 Act, the Company has filed all public reports and other materials
required to be filed thereunder with the Commission during the
preceding twelve months.
(k) Information Concerning Company. The public reports provided to the
Purchaser contain all material information relating to the Company and
its operations and financial condition as of their respective dates
which information is required to be disclosed therein. Since the date
of the most recent financial statements included in public documents,
there has been no material adverse change in the Company's business,
financial condition or affairs not disclosed to the Purchaser. The
public reports, at the time that they were filed, did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances when made.
(l) Dilution. The Company's executive officers and directors have studied
and fully understand the nature of the Shares being sold hereby and
recognize that they have a potential dilutive effect. The board of
directors of the Company has concluded, in its good faith business
judgment, that such issuance is in the best interests of the Company.
(m) Stop Transfer. The Shares are restricted securities as of the date of
this Agreement. As a result, the Company will be obligated to issue
stop transfer orders to its transfer agent regarding the Shares and
the Warrants, as required by federal securities laws.
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(n) Defaults. Neither the Company nor any of its subsidiaries is in
violation of its Articles of Incorporation or By Laws. Other than as
disclosed in public reports, neither the Company nor any of its
subsidiaries is (i) in default under or in violation of any other
material agreement or instrument to which it is a party or by which it
or any of its properties are bound or affected, which default or
violation would have a material adverse effect on the Company except
as otherwise disclosed in documents provided or made available to the
Purchaser, (ii) in default with respect to any order of any court,
arbitrator or governmental body or subject to or party to any order of
any court or governmental authority arising out of any action, suit or
proceeding under any statute or other law respecting antitrust,
monopoly, restraint of trade, unfair competition or similar matters,
or (iii) to its knowledge in violation of any statute, rule or
regulation of any governmental authority which violation would have a
material adverse effect on the Company.
(o) No General Solicitation. Neither the Company, nor any of its
affiliates, nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Act) in
connection with the offer or sale of the Units.
(p) No Undisclosed Liabilities. The Company has no liabilities or
obligations that are material, individually or in the aggregate, which
are not disclosed in public reports, other than those incurred in the
ordinary course of the Company's businesses since March 31, 2004.
(q) No Undisclosed Events or Circumstances. Since March 31, 2004, no event
or circumstance has occurred or exists with respect to the Company or
its businesses, properties, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure
or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the documents provided
or made available to Purchaser.
(r) Capitalization. The authorized and outstanding capital stock of the
Company as of the date of this Agreement is 35,000,000 common shares
authorized, of which 19,628,954 common shares are outstanding as of
June 14, 2004 and prior to the issuance of Shares hereunder, and,
additionally warrants for the purchase of 473,572 which may be
exercised through May 30, 2006 are outstanding and there are
outstanding option agreements to purchase 675,000 common shares with
executive officers and directors of the Company under the Company's
Non-Qualified Stock Option and Stock Grant Plan. Except as set forth
in public reports, there are no other options, warrants, or rights to
subscribe to, securities, rights or obligations convertible into or
exchangeable for or giving any right to subscribe for any shares of
capital stock of the Company. All of the outstanding shares of Common
Stock of the Company have been duly and validly authorized and issued
and are fully paid and nonassessable.
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(s) Correctness of Representations. The Company represents that the
foregoing representations and warranties are true and correct as of
the date hereof in all material respects. The foregoing
representations and warranties shall survive during the course and
effectiveness of this Agreement.
6. Covenants of the Company
The Company covenants and agrees with the Purchaser as follows:
(a) The Company will advise the Purchaser, promptly after it receives
notice of issuance by the Securities and Exchange Commission, any
state securities commission or any other regulatory authority of any
stop order or of any order preventing or suspending any offering of
any securities of the Company, or of the suspension of the
qualification of the Common Stock of the Company for offering or sale
in any jurisdiction, or the initiation of any proceeding for any such
purpose.
(b) The Company shall promptly secure the listing of the Shares upon each
national securities exchange, or automated quotation system, if any,
upon which shares of common stock of the Company are then listed
(subject to official notice of issuance). The Company will maintain
the listing of its Common Stock on the NASD OTC Bulletin Board (the
"Principal Market")), and will comply in all respects with the
Company's reporting, filing and other obligations under the bylaws or
rules of the National Association of Securities Dealers ("NASD") and
such exchanges, as applicable. The Company will provide the Purchaser
copies of all notices it receives notifying the Company of the
threatened and actual delisting of the Common Stock from any Principal
Market.
(c) The Company shall notify the Commission, NASD, and applicable state
authorities, in accordance with their requirements, if any, of the
transactions contemplated by this Agreement, and shall take all other
necessary action and proceedings as may be required and permitted by
applicable law, rule and regulation, for the legal and valid issuance
of the Shares to the Purchaser and promptly provide copies thereof to
Purchaser.
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(d) The Company shall use its commercially reasonable efforts to file with
the Commission a Registration Statement on Form SB-2 covering the
resale of all of the Shares hereunder within ninety (90) days of the
Closing date. In the event that Form SB-2 is unavailable for such a
registration, the Company shall use such other form as is available
for such a registration. The foregoing covenant is conditioned on the
Purchaser providing the Company with such information as may be
reasonably requested by the Company in connection with the filing of
the registration statement.
(e) From the date of this Agreement and until at least two (2) years after
the effectiveness of the Registration Statement on Form SB-2 or such
other Registration Statement as provided in Section 6(d) above, the
Company will use its best efforts to (i) cause its Common Stock and
the Share to continue to be registered under Sections 12(b) or 12(g)
of the Exchange Act, (ii) comply with all reporting requirements that
are applicable to an issuer with a class of Shares registered pursuant
to Section 12(g) of the Exchange Act, and (iii) comply with all
requirements related to any registration statement filed pursuant to
this Agreement. The Company will use its best efforts not to take any
action or file any document (whether or not permitted by the Act or
the Exchange Act or the rules thereunder) to terminate or suspend such
registration or to terminate or suspend its reporting and filing
obligations under said Acts until two (2) years after the actual
effective date of the Registration Statement on Form SB-2. Until the
resale of the Shares by the Purchaser, the Company will continue the
listing of the Common Stock on the Bulletin Board and will comply in
all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of Bulletin Board.
7. Covenants of the Company and Purchaser Regarding Indemnification.
(a) The Company agrees to indemnify, hold harmless, reimburse and defend
Purchaser, Purchaser's officers, directors, agents, affiliates,
control persons, and principal shareholders, against any claim, cost,
expense, liability, obligation, loss or damage (including reasonable
legal fees) of any nature, incurred by or imposed upon Purchaser or
any such person which results, arises out of or is based upon (i) any
material misrepresentation by Company or breach of any warranty by
Company in this Agreement or in any Schedules attached hereto, or
other agreement delivered pursuant hereto; or (ii) after any
applicable notice and/or cure periods, any breach or default in
performance by the Company of any covenant or undertaking to be
performed by the Company hereunder, or any other agreement entered
into by the Company and Purchaser relating hereto.
(b) Purchaser agrees to indemnify, hold harmless, reimburse and defend the
Company and each of the Company's officers, directors, employees,
agents, affiliates and control persons against any claim, cost,
expense, liability, obligation, loss or damage (including reasonable
legal fees) of any nature, incurred by or imposed upon the Company or
any such person which results, arises out of or is based upon (i) any
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material misrepresentation by Purchaser in this Agreement or in any
Schedules hereto, or other agreement delivered pursuant hereto; or
(ii) after any applicable notice and/or cure periods, any breach or
default in performance by Purchaser of any covenant or undertaking to
be performed by Purchaser hereunder, or any other agreement entered
into by the Company and Purchasers relating hereto.
8. Anti-Dilution Provisions
In case the Company shall at any time before the Closing Date subdivide or
consolidate its outstanding common shares into a greater or lesser number of
shares, the exercise price of the Warrants and the terms of the Warrants shall
be proportionately increased or reduced, and amended accordingly.
9. Governing Law
This agreement shall be governed by and construed in accordance with the
laws of the State of Colorado and the federal laws of the United States
applicable therein. The Purchaser hereby irrevocably attorns to the
non-exclusive jurisdiction of the courts of the State of Colorado with respect
to any matters arising out of this agreement.
10. Assignment
This agreement is not transferable or assignable by the parties hereto.
12. Entire Agreement
This agreement contains the entire agreement of the parties hereto relating
to the subject matter hereof and there are no representations, covenants or
other agreements relating to the subject matter hereof except as stated or
referred to herein or therein.
13. Successors and Assigns
This agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and permitted assigns,.
14. Currency
All amounts in this agreement are stated and shall be paid in United
States dollar currency.
15. Time of Essence
Time shall be of the essence of this agreement.
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16. Headings
The headings contained herein are for convenience only and shall not
affect the meaning or interpretation of this agreement.
17. Subscription Particulars
(a) The Purchaser hereby agrees to purchase Units as set forth below:
Number of Units:
Aggregate Purchase Price:
(US$0.50 x number of Units): US$
---
Name of Purchaser: __________________________________________________
Street Address: _____________________________________________________
City and Country: ___________________________________________________
Postal Code: ________________________________________________________
Contact Name: _______________________________________________________
Alternate Contacts Name: ____________________________________________
Phone No.: __________________________________________________________
Fax No.: ____________________________________________________________
E-mail: _____________________________________________________________
(b) Registration of the certificates representing the Shares and Warrants
should be made as follows (if space is insufficient, attach a list) -
or leave blank if registration is to be as detailed in sub-clause (a)
above.
Name: ________________________________________________________________
Registration Address: ________________________________________________
City and Country: ____________________________________________________
Postal Code: _________________________________________________________
(c) The certificates representing the Shares and Warrants are to be
delivered as follows (if different from the address set forth in
sub-clause (b) above):
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Name: ________________________________________________________________
Address: _____________________________________________________________
City and Country: ____________________________________________________
Postal Code: _________________________________________________________
Telephone/Contact: ___________________________________________________
(d) Number of common shares of the Company owned by the Purchaser:
________________________
18. Signature of Purchaser
Signature of Purchaser (on its own behalf and, if applicable, on behalf of
each principal for whom it is contracting hereunder).
___________________________________________________________________________
(Signature or Authorized Signature)
___________________________________________________________________________
(Name and Official Capacity - please print)
19. Confirmation and Acceptance
This agreement is confirmed and accepted by the Company.
DATED as of the ____ day of June, 2004 U.S. GOLD CORPORATION
By:___________________________________
Name:
Title:
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EXHIBIT 1
No. _________ U.S. GOLD CORPORTION (the "Company")
COMMON SHARE PURCHASE WARRANTS TO PURCHASE
COMMON SHARES OF THE COMPANY
June __, 2004
This is to certify that, FOR VALUE RECEIVED, (Purchaser) (the "Registered
Holder") holder of these 100,000 Common Share Purchase Warrants (the "Warrants")
is entitled to subscribe for and purchase upon and subject to the terms and
conditions contained in the Subscription Agreement, ______ fully-paid and
non-assessable shares of common stock of the Company, as such common shares are
constituted on the date set out below (the "Issue Date"), upon surrender hereof
with the subscription form on the reverse side hereof duly completed and upon
payment to the Company of US$0.80 (the "Exercise Price") per common share of
Company exercised and subscribed for hereunder on or prior to June __, 2006 (the
"Expiry Date").
The Warrants may be exercised only at the offices of the Company at 0000 Xxxxxxx
Xxxxxx, xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000-0000, U.S.A., or other address with
notification thereof as provided in writing to Investor by the Company.
The Warrants are issued subject to the terms and conditions governing the
holding of Warrants as set forth in the Subscription Agreement annexed hereto.
All capitalized terms used in the Subscription Agreement I shall have the
meaning set out therein.
The Warrants shall become wholly void and shall terminate and lapse at 4:00
p.m., Lakewood, Colorado time, on the Expiry Date and thereafter shall be of no
further force and effect.
THIS WARRANT AND THE SECURITIES ACQUIRED UPON THE EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE ACT OR UNDER ANY APPLICABLE UNITED STATES STATE SECURITIES
LAWS. THE WARRANT SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENSE OF ANY
EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND ANY
APPLICABLE UNITED STATES STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL,
ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
THE WARRANT AND THE SECURITIES ACQUIRED UPON THE EXERCISE THEREOF HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IN WITNESS WHEREOF the Company has caused this Warrant to be executed by the
signature of its proper officers.
ISSUED this __ day of June, 2004.
U.S. GOLD CORPORATION
______________________________________________________
Xxxxxxx X. Xxxx, President and Chief Executive Officer
(Back side of Warrant)
SUBSCRIPTION FORM
To: U.S. Gold Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx, 00000-0000 XXX
The undersigned, the Registered Holder of the within Warrant that expires
June __, 2006, hereby irrevocably subscribes for of the common shares referred
to in the said Warrants according to the conditions thereof and herewith makes
payment of the purchase price of US$0.80 per share in full for the said number
of common shares.
Dated: ________________________________
(Name of Registered Holder)
________________________________________
(Signature of Registered Holder)
