0001493152-24-007434 Sample Contracts

and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of March 9, 2023 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores • New York

WARRANT AGENCY AGREEMENT, dated as of March 9, 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”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores
Amendment to Restricted Stock Award Agreement
Restricted Stock Award Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores

This amendment to Restricted Stock Award Agreement (this “Amendment”) is effective as of May __, 2023 (the “Effective Date”) and is entered into by and between ______________________ (the “Awardee”) and U.S. GoldMining Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Restricted Stock Award Agreement, dated September 23, 2022, by and between the Awardee and the Company (the “Award Agreement”).

US GOLDMINING CANADA INC. Vancouver, B.C. V6E 2Y3
Letter Agreement • February 21st, 2024 • U.S. GoldMining Inc. • Gold and silver ores

This letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which the Company will employ the Executive, through direct employment with USGOLD Canada pursuant to this Agreement, to provide services to the Company and its subsidiaries (the “Services”), including those set forth at Schedule “A” hereto, and to provide services as Interim Chief Financial Officer of the Company as of, and from, the Effective Date.

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