US Gold Corporation 22,000,000 Shares Common Stock (no par value per share) Underwriting Agreement May 12, 2009U S Gold Corp • May 13th, 2009 • Mineral royalty traders • New York
US Gold Corporation, a corporation organized under the laws of State of Colorado (the “Company”), proposes to sell to GMP Securities L.P. (“GMP”), and through its Agent Affiliate in the United States, Griffiths McBurney Corp., and Dahlman Rose & Company, LLC (“Dahlman,” together with GMP, the “Underwriters”) an aggregate of twenty two million (22,000,000) shares of common stock, no par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional three million three hundred thousand (3,300,000) shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
