0001047469-12-000209 Sample Contracts

VOTING AND EXCHANGE TRUST AGREEMENT
Voting and Exchange Trust Agreement • January 17th, 2012 • U S Gold Corp • Mineral royalty traders • Ontario

This VOTING AND EXCHANGE TRUST AGREEMENT made as of • , 2011 (this "Agreement"), among US Gold Corporation ("US Gold"), a corporation existing under the laws of the State of Colorado, McEwen Mining (Alberta) ULC ("Callco"), an unlimited liability corporation existing under the laws of the Province of Alberta, McEwen Mining—Minera Andes Acquisition Corp. ("Exchangeco"), a corporation existing under the laws of the Province of Alberta, and Computershare Trust Company of Canada, (the "Trustee"), a trust company incorporated under the federal laws of Canada.

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Standard Contracts

SUPPORT AGREEMENT
Support Agreement • January 17th, 2012 • U S Gold Corp • Mineral royalty traders • Ontario

This SUPPORT AGREEMENT is made as of • , 2011 (this "Agreement"), among US Gold Corporation ("US Gold"), a corporation existing under the laws of the State of Colorado, McEwen Mining (Alberta) ULC ("Callco"), a corporation existing under the laws of the Province of Alberta and McEwen Mining—Minera Andes Acquisition Corp. ("Exchangeco"), a corporation existing under the laws of the Province of Alberta.

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