COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. GoldMining Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • Nevada
This Indemnification Agreement (this “Agreement”) is made as of September ___, 2022, by and between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and ______________________ (“Indemnitee”).
Vancouver, B.C. V6E 2Y3Employment Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores
This amended and restated letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which GoldMining Inc. (the “Company”) will employ Tim Smith (the “Executive”) to provide services to the Company and its subsidiaries (the “Services”), including those set forth at Schedule “A” hereto, and to provide services as Vice President of Exploration of the Company and Chief Executive Officer of BRI Alaska Corp. and its successors or assigns (“BRI”), the Company’s subsidiary, as of, and from, the Effective Date (as defined herein).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • Nevada
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of September ____, 2022 between U.S. GoldMining Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and [●] (the “Awardee”) pursuant to the Company’s Equity Incentive Plan dated September 26, 2022 (the “Plan”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Plan.
WARRANT AGREEMENTWarrant Agreement • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2023, is entered into by and between U.S. GoldMining Inc. a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WAIVERWaiver • February 10th, 2023 • U.S. GoldMining Inc. • Gold and silver ores
Reference is made to the amended and restated executive employment agreement dated August 4, 2022 between Tim Smith (the “Executive”) and GMI (the “Amended and Restated Agreement”), amending and restating an executive employment agreement dated March 8, 2022. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to those terms in the Amended and Restated Agreement.
