US Gold Corporation 15,000,000 Shares Common Stock (no par value per share) Underwriting Agreement February 17, 2011Underwriting Agreement • February 18th, 2011 • U S Gold Corp • Mineral royalty traders • New York
US Gold Corporation, a corporation organized under the laws of the State of Colorado (the “Company”), proposes to sell to the Underwriters listed on Schedule I hereto (the “Underwriters”) an aggregate of fifteen million (15,000,000) 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 two million two hundred and fifty thousand (2,250,000) shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Dahlman Rose & Company, LLC (“Dahlman”) and GMP Securities L.P. (“GMP” and together, with Dahlman, the “Lead Managers”), are acting as the co-lead managers in connection with the offering of the Securities contemplated herein.
