COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 3rd, 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 _____1 (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
and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of ________________ , 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 3rd, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
WARRANT AGENCY AGREEMENT, dated as of ________________ , 2023 (“Agreement”), between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2023 • U.S. GoldMining Inc. • Gold and silver ores • New York
The undersigned, U.S. GoldMining Inc., a company incorporated under the laws of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative of the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
