The Depositary and Information Agent (see the back page of the Letter of Acceptance and Transmittal for addresses and telephone numbers) or your broker or other financial advisor will assist you in completing this Notice of Guaranteed Delivery.
THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
for
Common Shares
of
WHITE KNIGHT RESOURCES LTD.
To be deposited pursuant to the Offer dated February 12, 2007 of
U.S. GOLD CORPORATION
AND
US GOLD CANADIAN ACQUISITION CORPORATION
The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used, but not defined, in this Notice of Guaranteed Delivery which are defined in the Offer shall have the respective meanings set out in the Offer.
If a Shareholder wishes to deposit common shares of White Knight Resources Ltd. (“Common Shares”) pursuant to the Offer and (i) the certificate(s) representing the Common Shares are not immediately available, or (ii) such Shareholder cannot deliver the certificate(s) and all other required documents to the Depositary at or prior to the Expiry Time as defined in the Letter of Acceptance and Transmittal, those Common Shares may nevertheless be deposited pursuant to the Offer by utilizing the procedures contemplated by this Notice of Guaranteed Delivery provided that all of the following conditions are met:
1. the deposit is made by or through an Eligible Institution (as defined below);
2. a properly completed and duly executed copy of this Notice of Guaranteed Delivery, or a facsimile hereof, including a guarantee by an Eligible Institution as specified herein is received by the Depositary at the office set out below, at or prior to the Expiry Time; and
3. the certificate(s) representing the deposited Common Shares in proper form for transfer, together with a properly completed and duly executed Letter of Acceptance and Transmittal, or a facsimile thereof, with any required signature guarantees and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at the office set out below at or prior to 5:00 p.m. (Vancouver Time) on the third trading day on the TSX-V after the Expiry Time.
This Notice of Guaranteed Delivery may be delivered by hand or courier or transmitted by facsimile or mailed to the Depositary at the office set out below and must be guaranteed by an Eligible Institution in the form set out below.
If you have any questions regarding this offer, Canadian and international shareholders should call KingsdaleShareholder Services Inc. at 1-866-639-8026 and U.S. shareholders should call Georgeson Inc. at 1-866-425-8280. |
This form is not to be used to guarantee signatures. If a signature on the Letter of Acceptance and Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided in the Letter of Acceptance and Transmittal.
TO: | U.S. GOLD CORPORATION AND US GOLD CANADIAN ACQUISITION CORPORATION(the “Offerors”) |
| |
AND TO: | KINGSDALE SHAREHOLDER SERVICES INC., AS DEPOSITARY |
By Mail: | By Courier or By Hand: |
The Exchange Tower | The Exchange Tower |
130 King Street West | 130 King Street West |
Suite 2950, P.O. Box 361 | Suite 2950 |
Toronto, Ontario | Toronto, Ontario |
M5X 1E2 | M5X 1C7 |
Delivery of this Notice of Guaranteed Delivery to an address other than set forth above does not constitute a valid delivery.
The undersigned hereby deposits with the Offerors, upon the terms and subject to the conditions set forth in the Offer, and the Letter of Acceptance and Transmittal, receipt of which is hereby acknowledged, the Common Shares described below, pursuant to the guaranteed delivery procedures set forth in the section entitled “Offer — Manner of Acceptance — Procedure for Guaranteed Delivery” of the Offer and Instruction 2 to the Letter of Acceptance and Transmittal.
Name in which Registered
| Certificate Number(s) (if available) | Number of Common Shares Deposited* |
| | |
| | |
| | |
| | |
| Total | |
* Unless otherwise indicated, all shares evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offer. |
Area Code and Telephone Number during Business Hours:
( )
Date:___________________________________________
_______________________________________________
Signature
NOTE: | DO NOT SEND CERTIFICATES FOR COMMON SHARES WITH THIS NOTICE OF GUARANTEEDDELIVERY. CERTIFICATES FOR COMMON SHARES SHOULD BE SENT WITH YOUR LETTER OFACCEPTANCE AND TRANSMITTAL. |
2
GUARANTEE |
|
(Not to be used for signature guarantee) |
|
The undersigned, an Eligible Institution, hereby guarantees delivery to the Depositary (at its address set forth herein) of the certificate or certificates representing Common Shares deposited hereby, in proper form for transfer, together with a properly completed and duly executed Letter of Acceptance and Transmittal in proper form (or a facsimile thereof) and all other documents required by such Letter of Acceptance and Transmittal, on or prior to 5:00 p.m. (Vancouver time) on the third trading day on the TSX-V after the Expiry Time. An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). |
|
Name of Firm: _______________________________ | Authorized Signature: _________________________ |
| |
Address of Firm: _____________________________ | Name: __________________________________ |
| |
__________________________________________ | Title: ___________________________________ |
| |
Telephone No.: ______________________________ | Date: ___________________________________ |
| |
If you have any questions regarding this offer, Canadian and international shareholders should call KingsdaleShareholder Services Inc. at 1-866-639-8026 and U.S. shareholders should call Georgeson Inc. at 1-866-425-8280. |
3
THE DEPOSITARY FOR THE OFFER IS:
KINGSDALE SHAREHOLDER SERVICES INC.
For Delivery by Mail: | For Delivery by Courier or by Hand: |
The Exchange Tower | The Exchange Tower |
130 King Street West | 130 King Street West |
Suite 2950, P.O. Box 361 | Suite 2950 |
Toronto, Ontario | Toronto, Ontario |
M5X 1E2 | M5X 1C7 |
THE DEALER MANAGER FOR THE OFFER IS:
GEORGESON SECURITIES | GMP SECURITIES L.P. (Canada |
CORPORATION (United States) | and Countries Outside the United States) |
17 State Street | 145 King Street West |
10th Floor | Suite 300 |
New York, NY 10004 | Toronto, Ontario |
Telephone: (212) 440-9800 | M5H 1J8 |
Fax: (212) 440-9009 | Telephone: (416) 367-8600 |
| Toll Free: 888-301-3244 |
| Fax: (416) 367-8164 |
THE INFORMATION AGENT FOR THE OFFER IN | THE INFORMATION AGENT FOR THE OFFER IN |
THE UNITED STATES IS: | CANADA AND OTHER COUNTRIES OUTSIDE THE |
| UNITED STATES IS: |
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| The Exchange Tower |
17 State Street | 130 King Street West |
10th Floor | Suite 2950, P.O. Box 361 |
New York, NY 10004 | Toronto, Ontario |
| M5X 1E2 |
| |
Any questions and requests for assistance by | Any questions and requests for |
White Knight shareholders resident in the | assistance by White Knight Shareholders |
United States may be directed to | outside of the United States may be directed to |
Georgeson Inc. at the | Kingsdale Shareholder Services Inc. at the |
telephone numbers set out below: | telephone numbers set out below: |
United States Toll Free Telephone: | Canada Toll Free Telephone: |
1-866-425-8280 | 1-866-639-8026 |
Fax: (212) 440-9009 | Fax: (416) 867-2271 |
Banks and Brokers call collect: (212) 440-9800 | Toll Free Fax: 1-866-545-5580 |
| Outside North America, Banks and Brokers call collect: |
| (416) 867-2272 |
| E-Mail:contactus@kingsdaleshareholder.com |