EX-99.2 11 d40356exv99w2.htm FORM OF NOTICE OF GUARANTEED DELIVERY exv99w2
 

 
Exhibit 99.2
 
The Dealer Manager or 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
 
NEVADA PACIFIC GOLD LTD.
 
To be deposited pursuant to the Offer dated    l    , 2006 of
 
U.S. GOLD CORPORATION
AND
US GOLD CANADIAN ACQUISITION CORPORATION
 
The terms and conditions of the Offer (in Canada) and the Prospectus (in the United States) 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 the Prospectus shall have the respective meanings set out in the Offer.
 
If a Shareholder wishes to deposit common shares of Nevada Pacific Gold Ltd. (“Common Shares”) pursuant to the Offer/Prospectus 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, those Common Shares may nevertheless be deposited pursuant to the Offer/Prospectus 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;
 
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.


 

 
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 US GOLD CANADIAN ACQUISITION CORPORATION
(the “Offerors”)
 
AND TO: KINGSDALE SHAREHOLDER SERVICES INC., AS DEPOSITARY
 
     
By Mail:

The Exchange Tower
130 King Street West
Suite 2950, P.O. Box 361
Toronto, Ontario
M5X 1E2
 
By Courier or By Hand:

The Exchange Tower
130 King Street West
Suite 2950
Toronto, Ontario
M5X 1C7
 
Delivery of this Notice of Guaranteed Delivery to an address or transmission of this Notice of Guaranteed Delivery via facsimile to a number 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/Prospectus, 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/Prospectus and Instruction 2 to the Letter of Acceptance and Transmittal.
 
                     
Name and address of Shareholder of Record
    Certificate Number
    Number of
(please print)     (if available)     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 GUARANTEED DELIVERY. CERTIFICATES FOR COMMON SHARES SHOULD BE SENT WITH YOUR LETTER OF ACCEPTANCE AND TRANSMITTAL.


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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: _ _


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The Depositary for the Offer is
 
KINGSDALE SHAREHOLDER SERVICES INC.
 
     
For Delivery by Mail:   For Delivery by Courier or by Hand:
The Exchange Tower
130 King Street West
Suite 2950, P.O. Box 361
Toronto, Ontario
M5X 1E2
  The Exchange Tower
130 King Street West
Suite 2950
Toronto, Ontario
M5X 1C7
 
The Dealer Manager for the Offer is
 
GMP SECURITIES L.P. (Canada)
GRIFFITHS MCBURNEY CORP. (United States)
 

145 King Street West
Suite 300
Toronto, Ontario
M5H 1J8
Telephone: (416) 367-8600
Toll Free: 888-301-3244
Fax: (416) 367-8164
 
The Information Agent for the Offer is:
 
(KINGSDALE SHAREHOLDERS SERVICES INC LOGO)
 
The Exchange Tower
130 King Street West
Suite 2950, P.O. Box 361
Toronto, Ontario
M5X 1E2
 
Any questions and requests for assistance may be directed to
KingsdaleShareholder Services Inc. at the telephone numbers set out below:
 
North America Toll Free Telephone:
 
1-866-639-8026
 
Fax: (416) 867-2271
Toll Free Fax: 1-866-545-5580
Bankers and Brokers call collect: (416) 867-2272
E-Mail: shareholder@kingsdalecapital.com
 


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