0001104659-06-052602 Sample Contracts

AMENDING AGREEMENT TO AGENCY AGREEMENT DATED AS OF FEBRUARY 22, 2006 AMONG AND GMP SECURITIES L.P. AND GRIFFITHS MCBURNEY CORP.
Amending Agreement • August 8th, 2006 • U S Gold Corp • Mineral royalty traders • Ontario

Reference is made to the agency agreement dated February 22, 2006 among U.S. Gold Corporation (the “Company”), GMP Securities L.P. (“GMP”) and Griffiths McBurney Corp. (GMP and Griffiths McBurney Corp together being the “Agents”)(the “Agency Agreement”) pursuant to which the Agents agreed to act as the exclusive agent of the Company to offer and sell up to 16,700,000 subscription receipts of the Company (“Subscription Receipts”) on the Company’s behalf, on a best efforts agency basis, at a price of U.S. $4.50 per Subscription Receipt (the “Offering”).

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