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Exhibit 10.17
CREDIT FACILITY AGREEMENT
This CREDIT FACILITY AGREEMENT ("Agreement") is entered into as of March 10, 2009, by and between Robert R.
McEwen ("Lender") and US Gold Corporation , a Colorado corporation ("Borrower").
RECITALS
Borrower wishes to obtain credit from time to time from Lender, and Lender desires to extend credit to Borrower. This
Agreement sets forth the terms on which Lender will advance credit to Borrower, and Borrower will repay the amounts owing to
Lender.
AGREEMENT
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. As used in this Agreement, the following terms shall have the following respective definitions:
"Advance" or "Advances" means a cash advance or cash advances under the Revolving Facility.
"Lender Expenses" means Lender's reasonable attorneys' fees and expenses incurred in enforcing the terms of this
Agreement.
"Change in Control" shall mean a transaction in which (i) any "person" or "group" (within the meaning of Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) who or that was not, prior to such transaction, the "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all
classes of stock then outstanding of the Borrower ordinarily entitled to vote in the election of directors, empowering such
"person" or "group" to elect a majority of the Board of Directors of such Borrower, becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of
stock then outstanding of such Borrower ordinarily entitled to vote in the election of directors, empowering such "person" or
"group" to elect a majority of the Board of Directors of such Borrower, who did not have