PURCHASE AND SALE AGREEMENT

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made this 19th day of July, 2011 by and between Gold Standard Royalty (Nevada) Inc., a Nevada corporation (“GSR”), whose principal address and address for service and notice is 11th Floor, 888 Dunsmir Street, Vancouver B.C. V6C 3K4; and, Julian E. Simpson & Julian E. Simpson, Personal Representative of The Estate of Jean C. Simpson, whose principal address and address for service and notice is 3544 Lanihou Pl, Kihei, Maui, Hawaii, USA 96753 (the “Simpsons”) (hereinafter GSR and the Simpsons may be collectively referred to as “Owner”) and Tonkin Springs LLC, a Delaware limited liability company (“Tonkin”) and US Gold Corporation, a Colorado corporation (“US Gold”) (hereinafter Tonkin and US Gold may be collectively referred to as “Buyer”) each of whose principal address and address for service and notice is 99 George St. 3rd Floor, Toronto, ON M5A 2N4; (each, a “Party” together the “Parties”).

RECITALS

A.                                   Whereas, GSR owns a seventy percent (70%) interest and the Simpsons own a thirty percent (30%) interest, in certain lode and mill site claims in the Tonkin Springs and Pat Canyon Projects in Eureka County, Nevada, more specifically described in Exhibits A and B, attached hereto, and incorporated herein by this reference (the “Property”).

B.                                     Owner desires to sell all right title and interest in and to the Property, and Buyer desires to purchase the same subject to the terms of this Agreement.

C.                                     US Gold shall pay to GSR five million eight hundred and fifty thousand Canadian Dollars (CAD $5,850,000.00) and US Gold shall pay to the Simpsons two million five hundred and seven thousand and one hundred and forty three Canadian Dollars (CAD $2,507,143.00) and US Gold shall grant to GSR and the Simpsons a Net Smelter Return (“NSR”) Royalty in accordance with Sections 1.2.1.2 and 1.3.1.2, respectively, in exchange for which GSR and the Simpsons each agree to transfer their respective interests in the Property to Tonkin pursuant to the terms and conditions set forth in this Agreement.

D.                                    The transaction shall be completed by or before July 31, 2011 (the “Closing Date”).

In consideration of the Parties’ rights and obligations under this Agreement, the Parties agree as follows:

SECTION ONE

Purchase and Sale

1.1                                 Sale.  Subject to the representations, warranties, covenants, agreements and other terms and conditions set forth in this Agreement, Owner hereby agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Owners 100% of the Owners’ right, title and interest in and to the Property.

1.2                                 Purchase Price.  The parties agree to the following terms:

1.2.1                        The GSR Purchase Price.  GSR agrees to sell its seventy percent (70%) interest in the Property to Tonkin for:

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1.2.1.1               FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND CANADIAN DOLLARS (CAD 5,850,000.00).

1.2.1.2               A one point four percent (1.4%) NSR Royalty in the gold produced from the Property, provided that the NSR Royalty on gold produced from the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 1.4, shall be in the gold produced in excess of the numbers of ounces of gold described in Section 1.4.  Except as provided in Section 1.4, Tonkin’s obligation to pay the NSR Royalty granted to GSR shall apply to all the gold produced from the Property whether or not Tonkin purchases the Simpsons’ thirty percent (30%) interest in the Property.

1.3                                 The Simpson Purchase Price.  The Simpsons agree to sell their thirty percent (30%) interest in the Property to Tonkin for:

1.3.1.1               TWO MILLION FIVE HUNDRED AND SEVEN THOUSAND AND ONE HUNDRED AND FORTY THREE CANADIAN DOLLARS (CAD 2, 507,143.00).

1.3.1.2               A zero point six percent (0.6%) NSR Royalty in the gold produced from the Property, except the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 1.4, for which the NSR Royalty shall be in the gold produced in excess of the numbers of ounces of gold described in Section 1.4.  Except as provided in Section 1.4, Tonkin’s obligation to pay the NSR Royalty granted to the Simpsons shall apply to all the gold produced from the Property whether or not Tonkin purchases GSR’s seventy percent (70%) interest in the Property.

1.4                                 NSR Royalty.  The NSR Royalty applicable to and imposed on the number of ounces of gold produced by Tonkin from the North Oxide Mineral Zone and the North Sulfide Mineral Zone, respectively, shall be payable only when the number of ounces produced (a) from and on the North Oxide Mineral Zone is in excess of 228,800 ounces; or (b) from the North Sulfide Mineral Zone is in excess of 452,600 ounces.  For purposes of this Agreement and the Quitclaim Deed to be delivered by Seller in accordance with Section 2.1.2 (the “Deed”), the “North Oxide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report on the Tonkin Project prepared for US Gold by Alan C. Noble, P.E. of Ore Reserves Engineering dated May 16, 2008 (the “Technical Report”) and the “North Sulfide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report.  The NSR Royalty shall be applicable to and imposed upon the gold produced from the North Oxide Mineral Zone and the North Sulfide Mineral Zone independently and separately of such Mineral Zones and the NSR Royalty applicable to and imposed elsewhere on the Property.

SECTION TWO

Closing

2.1                                 Closing.  The parties acknowledge and agree that the closing of the purchase and sale of the Property shall take place on or before July 31, 2011.

2.1.1                        Delivery by Buyer.       Buyer shall deliver or cause to be delivered the purchase price to each Owner as defined in Paragraphs 1.2.1.1 and 1.3.1.1 above by way of certified check, bank draft, or wire transfer payable to or to the order of each Owner.

2.1.2                        Delivery by Seller.  Upon Closing Owner shall deliver a Quitclaim Deed with Reserved Royalty the form of which is attached to as Exhibit C, together with a declaration of value.

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2.2                                 Further Assurances.  The Parties hereto shall do and perform and cause to be done and performed such further and other acts and things and execute and deliver such documents and instruments as may be necessary or desirable to give full effect to this Agreement, both during the term of the Agreement of Trust, and at the closing.

SECTION THREE

Maintenance of Claims

3.1                                 Claim Maintenance.  From the date this Agreement takes effect until the Closing, Buyer shall maintain title to the Property, including without limitation, paying when due all taxes on or with respect to the Property and doing all things and making all payments, recordings or filings necessary or appropriate to maintain the right, title and interest of the Property.

SECTION FOUR

Representations and Warranties

4.1                                 Authority.  Each of GSR, Tonkin and US Gold warrants and represents to the other Parties that it is in good standing under the laws of the jurisdiction in which it is incorporated or formed and each of the parties warrants and represents to the other Parties that it has all the requisite power, right and authority to enter this Agreement and to perform its obligations thereunder, and to enter and execute any agreement or instrument referred to or contemplated by this Agreement.  The Parties further warrant that entering this Agreement shall not violate the terms of any other agreement regarding the Property.

4.2                                 Warranty of Title.  GSR represents in respect of its seventy percent (70%) interest in the Property and the Simpsons represent in respect of their thirty percent (30%) interest in the Property as follows:

4.2.1                        That, subject to the paramount title of the United States, it has full marketable title to its interest in the Property and will convey such interest free of any and all encumbrances, except the NSR Royalty.

4.2.2                        That to the best of its knowledge, information and belief there is no litigation, proceeding or investigation pending or threatened or involving it, or the Property before any court, governmental department commission, or agency, which if adversely determined would prohibit or frustrate the transactions and covenants contemplated in this Agreement.

4.2.3                        To its knowledge, information and belief it is unaware of any material facts or circumstances which have not been disclosed in this Agreement and which should be disclosed to Buyer in order to prevent the representations and warranties set forth herein from being misleading.

4.2.4                        To the best of its knowledge, information and belief the unpatented claims which constitute all or a portion of the Property: (a) were properly located in accordance with applicable laws; (b) all Federal annual mining claim maintenance and rental fees have been paid properly and timely; and (c) all affidavits of annual assessment work, notices of intent to hold and proofs of payment of the Federal annual mining claim maintenance fees have been properly filed and recorded, provided, however, that GSR and the Simpsons make no representation or warranty concerning the discovery or presence of valuable minerals on or under the unpatented mining claims which comprise all or a portion of the Property.

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4.3                                 Survival of Representations and Warranties.  The representations and warranties of each party shall survive the completion of the transactions contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of the Owner and Buyer, notwithstanding any independent inquiry or investigation by the Owner or Buyer.

4.4                                 Indemnity.  The Owner and Buyer mutually covenant and agree to indemnify and hold harmless the other from any losses, claims, actions, liabilities, damages, and costs, including any payment made in good faith in settlement of any potential claim, arising from:

4.4.1                        Any of the representations and warranties of the Owner and Buyer set forth in this Agreement; or

4.4.2                        Any and all actions, lawsuits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to the forgoing.

SECTION FIVE

Notices and Payments

5.1                                 Notices.  All notices to Buyer or Owner shall be in writing and shall be sent by certified or registered mail/courier, return receipt requested, to the addresses set forth on the first page of this Agreement.  Notice of any change in address shall be given in the same manner.

5.2                                 Payments.  Unless Buyer is directed by GSR or the Simpsons to the contrary, all payments shall be in Canadian currency payable to the appropriate address above.

SECTION SIX

Exclusivity

Owner shall not initiate, solicit, encourage or entertain any offer or proposal to sell, lease, rent or transfer any interest in the Property prior to closing.

SECTION 7

Miscellaneous Provisions.

7.1                                 Additional Documents.  The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

7.2                                 Compliance with Laws.  Prior to Closing, the Parties shall at all times comply with all applicable present or future federal, provincial, state and local Laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property.

7.3                                 Confidentiality.  The Parties hereto acknowledge and agree that any information obtained through discussions, communications or negotiations between the parties, will be kept confidential and shall not be used other than in furtherance of the purpose of this Agreement. This confidentiality obligation shall not apply to any information which is now in the public domain, any information which may subsequently become public other than through breach by either party hereto, information disclosed

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by a third party in respect of which such third parties are not under any obligation of confidentiality or information which is required by law to be disclosed.

7.4                                 Binding Effect.  This Agreement shall inure to the benefit of and be binding upon each of GSR and the Simpsons if one such party, but not both executes this Agreement.  This Agreement shall be binding on each party which executes this Agreement and its respective heirs, executors, administrators, successors, and assigns.

7.5                                 Applicable Law.  The terms and provisions of this Agreement shall be interpreted in accordance with the laws of the Nevada.

7.6                                 Entire Agreement.  This Agreement terminates and replaces all prior agreements, either written, oral or implied, between the parties hereto, and constitutes the entire agreement between the parties.

7.7                                 Void or Invalid Provisions.  If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

7.8                                 Time of the Essence.  Time is of the essence of this Agreement and each and every part thereof.

7.9                                 No Partnership.  Nothing in this Agreement shall create a partnership between Owner and Buyer.

7.10                           Counterparts. This Deed may be executed in any number of counterparts, and it shall not be necessary that the signatures of the Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

(Signature page follows)

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IN WITNESS WHEREOF, Owner has hereunto set its hand the day and year first above written.

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EXHIBIT A

Eureka County

Tonkin Springs Project

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EXHIBIT B

Eureka County

Pat Canyon

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Exhibit C

APN — N/A — unpatented mining claims

Recorded at request of

and return to:

Ruth Buffa

US Gold Corporation

1595 Meadow Wood Lane, Suite 3

Reno, NV  89502

The undersigned affirm that this document does not contain the personal information of any person.

QUITCLAIM DEED WITH RESERVED ROYALTY

THIS QUITCLAIM DEED WITH RESERVED ROYALTY (the “Deed”) is made this                  day of July, 2011 by and between Gold Standard Royalty (Nevada) Inc., a Nevada corporation (“GSR”), whose principal address and address for service is 11th Floor, 888 Dunsmuir Street, Vancouver B.C. V6C 3K4, (hereinafter GSR collectively referred to as “Owner”) and Tonkin Springs LLC, a Delaware limited liability company (“Tonkin”) whose principal address and address for service is 99 George St. 3rd Floor, Toronto, ON M5A 2N4; (each, a “Party” together the “Parties”).

Recitals

A.                                   Whereas, GSR owns a seventy percent (70%) interest and Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson, owns a thirty percent (30%) interest, in certain lode and millsite Property in the Tonkin Springs and Pat Canyon Projects in Eureka County, Nevada, more specifically described in Exhibits A and B, attached hereto, and incorporated herein by this reference (the “Property”).

B.                                     Owner desires to sell all of Owner’s right, title and interest in and to the Property representing an undivided seventy percent (70%) interest in the Property, and Tonkin desires to purchase the same subject to Owner’s reservation to Owner of the production royalty (the “Royalty”) described in this Deed.

C.                                     In consideration of the Parties’ rights and obligations under this Deed, the Parties agree as follows:

Witnesseth

1.                                       Quitclaim.  Subject to the Royalty described in Section 2 below, Owner in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration paid to it by Tonkin, do hereby remise, release, and forever quitclaim unto Tonkin all of Owner’s right, title, and interest in and to the Property.

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TOGETHER with all and singular the tenements, hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof.

TOGETHER with all minerals and all veins and lodes of mineral-bearing rock therein and all dips, spurs, and angles thereof.

TO HAVE AND TO HOLD all of the right, title and interest of Owner in and to the Property, together with the appurtenances, unto Tonkin, its successors and assigns forever.

2.                                       Reserved Royalty on Production.  Owner reserves a Royalty on the production of Gold from the Property equal to one point four percent (1.4%) of the net smelter returns (“NSR”) from the production of minerals from the Property.  The Royalty is granted and reserved as follows:

2.1                                 A one point four percent (1.4%) NSR Royalty to GSR in the Gold produced from the Property, provided that the NSR Royalty on Gold produced from the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 2.2, shall be in the Gold produced in excess of the numbers of ounces of Gold described in Section 2.2.

2.2                                 The NSR Royalty applicable to and imposed on the number of ounces of gold produced by Tonkin from the North Oxide Mineral Zone and the North Sulfide Mineral Zone, respectively, shall be payable only when the number of ounces produced (a) from the North Oxide Mineral Zone is in excess of 228,800 ounces; or (b) from the North Sulfide Mineral Zone is in excess of 452,600 ounces.  For purposes of this Deed, the “North Oxide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report on the Tonkin Project prepared for U.S. Gold Corporation by Alan C. Noble, P.E. of Ore Reserves Engineering dated May 16, 2008 (the “Technical Report”), and the “North Sulfide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report.  The NSR Royalty shall be applicable to and imposed upon the Gold produced from the North Oxide Mineral Zone and the North Sulfide Mineral Zone independently and separately of such Mineral Zones and the NSR Royalty applicable to and imposed upon the Gold produced from elsewhere on the Property.

3.                                       Burden of Royalty.  The Royalty shall burden and run with the Property, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining Property which comprise all or part of the Property.  On amendment, conversion to a lease or other form of tenure, relocations, or patenting of any of the unpatented mining Property which comprise all or part of the Property, Tonkin agrees and covenants to execute, deliver and record in the office of the recorder in which all or any part of the Property are situated an instrument by which Tonkin grants to Owner the Royalty and subjects the amended, converted or relocated unpatented mining Property and the patented Property, as applicable, to all of the burdens, conditions, obligations and terms of this Deed.

4.                                       Net Smelter Returns.  NSR shall be determined by multiplying (i) the Monthly Production by (ii) the average of the London Bullion Market, Afternoon Fix, spot prices for the calendar month of the Monthly Production; and subtracting from the product of (i) and (ii) the following:

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(a)                                  charges imposed by the Payor for refining bullion from Beneficiated Precious Minerals contained in such production;

(b)                                 penalty substance, assaying, and sampling charges imposed by the Payor for refining Beneficiated Previous Minerals contained in such production; and

(c)                                  all costs of transportation of Beneficiated Precious Metals to a smelter, mint or refinery including, without restricting the generality of the foregoing, any and all costs of insurance in respect thereto.

5.                                       Unavailable Spot Prices.  If the applicable spot prices in Section 4 are no longer available from the London Bullion Market or New York Commodities Exchange, as applicable, the parties shall select a comparable commodity quotation for purposes of calculating the NSR.  If such selection has not been completed prior to the end of the calendar month following the month in which the applicable spot prices are no longer available, the average spot price for the calendar month in which the spot price becomes no longer available shall be used on an interim basis pending such selection.

6.                                       Time and Manner; In-Kind or Cash Payment.  At the time of making payment to or otherwise crediting the account of Tonkin for production from the Property pursuant to Section 4 (but within the time provided in Section 5), the Payor shall contemporaneously pay the Royalty in accordance with written instructions given to the Payor by Owner as provided in Section 6.1.  Once the Payor has received instructions from Owner, such instructions shall remain in effect until the Payor has received different instructions from Owner.  All contractual or other arrangements entered into by Tonkin with the Payor shall contain provisions implementing the terms and conditions of payment set forth in Section 5 hereof and Tonkin shall procure the written undertaking of Payor contractually binding Payor to perform in accordance with Section 5 in form and substance enforceable by Owner.  Owner may, from time to time in its discretion, change the bank or account number for payment under Sections 6.1 and 7 by giving written notice thereof to Tonkin and the Payor; such notice shall be effective upon actual receipt by the Payor, or upon the fourth day after deposit of such notice in the mail, first class postage prepaid, addressed to the Payor, whichever occurs first.  All costs charged by the Payor as a result of complying with the payment provisions of Section 5 shall be paid by Owner, and Tonkin shall have no liability or responsibility therefor.

6.1                                  The Payor shall pay the Royalty for each shipment of Gold either (a) in the form of Gold bullion (.995+ fine Gold) directly to Owner’s account maintained with the Payor as directed by Owner, or (b) by delivery of a check or draft payable to Owner’s account with a bank to be designated in writing by Owner.  If royalties are paid in kind as in Section 6.1(a), they will not reflect the costs deductible in calculating NSR under this Deed.  Within thirty (30) days of receipt of statements respecting charges, Owner will remit payment of an amount equal to its proportionate share of deductible costs.

7.                                       Payment Accounting, Interim Settlements and Late Charges.  All credits or payments of the Royalty shall be accompanied by a statement explaining the manner in which the payment was calculated.  In no event shall payment of the Royalty be made later than thirty (30) business days after each date on which Tonkin receives payment for the sale or other disposition of Beneficiated Precious Metals or Gold mined from the Property.  Such payments and statements shall be deemed conclusively correct unless Owner objects to them in writing within one (1) year after receipt thereof.

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8.                                       Hedging Transactions: Futures; Options; and, Other Trading.

8.1                                 All profits and losses resulting from Tonkin engaging in any commodity futures trading, option trading, or metals trading, or any combination thereof, and any other hedging transactions (collectively “Hedging Transactions”) are specifically excluded from Royalty calculations pursuant to this Deed.  All hedging transactions by Tonkin and all profits or losses associated therewith, if any, shall be solely for Tonkin’s account.  The Royalty payable on Gold subject to hedging transactions shall be determined as follows:

(a)                                  The amount of Royalty to be paid on all Gold subject to Hedging Transactions by Tonkin shall be determined in the same manner as provided in Section 4, with the understanding that the average monthly spot price shall be for the calendar month during which Gold subject to hedging transactions is delivered to or credited to the account or benefit of Tonkin, whichever first occurs, by the Payor.

9.                                       Tailings and Residues.  All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively “Materials”) resulting from Tonkin’s operations and activities on the Property shall be the sole property of Tonkin, but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Gold.  In the event Materials are processed or reprocessed, as the case may be, the Royalty payable thereon shall be determined on a pro rata basis as determined by using the best engineering and technical practices then available.

10.                                 Books.  Tonkin shall keep true and accurate books and records of all of its operations and activities on the Property and under this Deed.  Such books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles consistently applied.  Not more frequently than annually and within the time provided in Section 6.1 of this Deed, Owner may, at Owner’s sole expense, give notice to Tonkin that Owner desires to perform an examination of all of Tonkin’s books and records kept as required by this Deed.  All financial information shall conclusively be deemed correct for purposes of this Deed unless Owner has given timely notice that it desires to examine Tonkin’s books and records in the manner and within the time provided in Section 6.1 of this Deed.  Owner shall promptly commence any such audits and shall diligently prosecute the same to conclusion. In the event a three percent (3%) or greater deficiency in payments is discovered as a result of the audit, Tonkin shall reimburse Owner the cost of such audit with thirty (30) days of receipt of an audit report.

11.                                 Inspections.  Owner, or its authorized agents or representatives, on not less than five (5) business days notice to Tonkin, may enter upon all surface and subsurface portions of the Property for the purpose of inspecting the Property, all improvements thereto and operations thereon, as well as inspecting all records and data, including without limitation such records and data which are maintained electronically, pertaining to all activities and operations on or with respect to the Property, improvements thereto and operations thereon.  Owner, or its authorized agents or representatives, shall enter the Property at Owner’s own risk and expense and may not unreasonably hinder operations on or pertaining to the Property.  Owner shall indemnify and hold Tonkin harmless from any damage, claim or demand by reason of injury to Owner or Tonkin or any of their respective employees, officers, directors, agents or representatives caused by Owner’s exercise of its rights herein.

12.                                 Confidentiality. Owner shall not, without the express written consent of Tonkin, which consent shall not be unreasonably withheld, disclose any data or information concerning the operations

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conducted on the Property or obtained under the Deed or this Deed which is not already in the public domain; provided, however, Owner may disclose data or information obtained under this Deed without the consent of Tonkin: (i) if required for compliance with applicable Laws, rules, regulations or orders of a governmental agency or stock exchange having jurisdiction over Owner or its parent or affiliated corporations; (ii) to any of Owner’s consultants; (iii) to any third party to whom Owner, in good faith, anticipates selling or assigning Owner’s interest hereunder; or (iv) to a prospective lender to whom an interest in the Royalty payments to be made to Owner hereunder is proposed to be granted as security, provided that Tonkin shall first have been provided with a confidentiality agreement executed by such consultant, third party or lender, which agreement shall include the confidentiality provisions of this Deed.  Owner shall not issue any press releases pertaining to the Property except upon giving Tonkin three (3) days advance written notice of the contents thereof, and Owner shall make any reasonable changes to such proposed press releases requested by Tonkin.  Owner shall not, without Tonkin’s consent, issue any press release that implies or infers that Tonkin endorses or joins in Owner’s statements or representations contained in any press release.  The Owner will not release any information that has not been previously disclosed by Tonkin without the Tonkin’s consent.

13.                                 Commingling.  Owner hereby grants Tonkin the right to mine or remove from the Property any ores, waste, or other materials existing therein or thereon, through or by means of shafts or openings which may be sunk or made upon adjoining or nearby property products of ores or materials from the Property upon stockpile grounds situated upon any such adjoining or nearby property owned or controlled by Tonkin and Tonkin may use the Property and any shafts, openings thereon for the mining, removal and/or stockpiling of any ores, water and other materials and/or concentrated products of ores or materials from any such adjoining or nearby property, or for any purpose or purposes connected therewith.

Tonkin may commingle ore from the Property with ore from other properties, either before or after concentration or beneficiation, so long as the data to determine the weight and assay, both of the ore removed from the Property and of other ores to be commingled, are obtained by Tonkin.  Tonkin shall use that weight and assay data to allocate the royalties from the commingled ore between the Property and other properties from which the other commingled ore was removed. All such weight, assay and allocation calculations by Tonkin shall be done in a manner recognized by the mining industry as practical and sufficient.

Tonkin shall notify Owner not less than thirty (30) days before Tonkin commences commingling of ores, waste, or other materials from the Property and shall deliver with its notice Tonkin’s plan for the calculation of the production of Gold from the ores, waste or other materials mined and removed from the Property which is commingled and the calculation of the Royalty payable to the Owner for the Gold produced from the commingled ores, waste and other materials.

14.                                 Title Maintenance.  From the date this Deed takes effect, Tonkin shall maintain title to the Property, including without limitation, paying when due all Federal annual mining claim maintenance fees and all taxes on or with respect to the Property, doing all things (including the filing and recording of such affidavits and notices of intent to hold as are required under Nevada law), and making of all payments necessary or appropriate to maintain the right, title and interest of Tonkin and Owner, respectively, in the Property and under this Deed. Tonkin must provide proof of title maintenance one (1) month in advance of statutory deadlines.

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14.1                           Abandonment.  In the event Tonkin intends to abandon any of the lands comprising a portion or all of the Property (“Abandonment Property”), Tonkin shall first give notice of such intention to Owner at least thirty (30) days in advance of the proposed date of abandonment.  If not later than ten (10) days before the proposed date of abandonment Tonkin receives from Owner written notice that Owner desires Tonkin to convey the Abandonment Property to Owner, Tonkin shall, without additional consideration, convey a seventy percent (70%) interest in the Abandonment Property in good standing, by quitclaim deed, without warranty, to Owner and shall thereafter have no further obligation to maintain the title to the Abandonment Property. Notwithstanding the foregoing, Tonkin shall provide the same notice to Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson who may elect to have a thirty percent (30%) interest in the Abandonment Property conveyed to them. Should Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson not elect to receive a thirty (30%) interest, a one hundred percent (100%) interest shall be conveyed to Owner.  If Tonkin reacquires any of the ground covered by the Abandonment Property at any time within five (5) years following abandonment, the production of Gold from such ground shall be subject to this Deed.

15.                                 Warranty.  Each of GSR and Tonkin warrants and represents to the other that it is in good standing under the laws under the jurisdiction in which it is incorporated and each Party warrants and represents that it has all the requisite powers, rights and authorities to execute this Deed, to perform its obligations thereunder.

16.                                 Insurance.  Tonkin shall purchase or otherwise arrange at its own expense and shall keep in force at all times, directly or through the services of an independent contractor, comprehensive general public liability insurance against claims for bodily injury or death or property damage arising out of or resulting from Tonkin’s activities or operations on or with respect to the Property, in such amounts as will adequately protect Tonkin, Owner, the Royalty, and the Property from reasonably anticipated claims, liabilities and damages which may arise with respect to this Deed or the Property.

17.                                 Dispute Resolution.

17.1                           Matters to be Arbitrated.  Any dispute, controversy or claim arising under or on connection with this Deed or any document, instrument or Deed delivered pursuant hereto, the resolution of which is not provided for in this Deed and which cannot be resolved or settled by the Parties, shall be settled by arbitration in accordance with this Section 17 upon written notice by a Party to the other.

17.2                           Procedure for Arbitration.  Arbitration shall be conducted in accordance with the British Columbia International Commercial Arbitration Centre, Vancouver British Columbia, as amended, by a single arbitrator selected in accordance with such rules.  The arbitrator shall be an individual with not less than fifteen (15) years of expertise in the precious metals mining industry as a senior executive, accountant or lawyer and no arbitrator shall have been a director, officer or employee of, or contractor or service provider to, or director, officer, beneficial owner or close relative of a beneficial owner of any contractor or service provider to, any party for a period of five years preceding his or her appointment as an arbitrator.  The place of arbitration will be Vancouver, British Columbia.  The language of the arbitration will be English.  The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim.  The award (including any award as to the costs of the arbitration) shall be final and binding and not subject to review or appeal for any reason whatsoever.  Judgment thereon may be entered by any court of competent jurisdiction.  Any arbitration and hearings relating thereto and all

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decisions, documents and submissions prepared or filed in connection therewith shall be in the English language.

All matters relating to any dispute, controversy or claim which is the subject matter or arbitration hereunder, including all submissions made to the arbitrators and the decision of the arbitrators, shall be treated as confidential by the parties and the parties shall, and shall cause any witnesses, counsel or professional advisers retained in connection with such an arbitration to, maintain all such matters in strict confidence until the arbitrator has made its decision.

The prevailing party in any arbitration proceedings (or litigation) shall, in addition to any other relief awarded by the arbitrators (or court) be entitled to a judgment against the non-prevailing party for reasonable attorneys fees and costs incurred in such proceedings or litigation.

17.3                           Continuing Obligations.  Pending settlement of any dispute, controversy or claim, the Parties shall abide by their obligations under this Deed without prejudice to a final adjustment in accordance with an award rendered in an arbitration settling such dispute, controversy or claim.

18.                                 General Provisions.

18.1                           Additional Documents.  The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

18.2                           Compliance with Laws.  Tonkin shall at all times comply with all applicable present or future federal, provincial, state and local Laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property; provided, however, Tonkin shall have the right to contest any of the same if such contest does not jeopardize the Property or Owner’s rights thereto or under this Deed.

18.3                           Assignment. Owner shall have the unrestricted right, in its sole and absolute discretion, to freely assign, convey, transfer or relinquish any of its rights or interests with respect to the Royalty and/or all or any part of its rights, liabilities and obligations under this Deed to any third party.

18.4                           No Partnership.  Nothing in this Deed shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between Parties.

18.5                           Governing Law.  This Deed is to be governed by and construed under the laws of Nevada and the federal laws applicable therein.

18.6                           Waiver.  No waiver of any of the provisions of this Deed will constitute a waiver of any other provision (whether or not similar).  No waiver will be binding unless executed in writing by the Party to be bound by the waiver.  A Party’s failure or delay in exercising any right under this Deed will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

18.7                           Time of Essence.  Time is of essence in this Deed.

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18.8                           Notices.  Unless otherwise provided in this Deed, any notice or other correspondence required or permitted by this Deed shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when sent by certified mail, electronic facsimile transmission, overnight courier, or Western Union telegraph, with all necessary postage or charges fully prepaid, return receipt requested (or in the case of a facsimile or telegram, confirmation of delivery), and addressed to the Party to whom directed at the following address:

TONKIN:

Stefan Spears
Vice President, Projects
US GOLD CORPORATION
99 George Street, 3rd Floor
Toronto, Ontario
M5A 2N4

Fax: 647– ###-###-####

OWNER:

GOLD STANDARD ROYALTY (NEVADA) INC.

Attention: Corporate Secretary
888 Dunsmuir Street, 11th Floor
Vancouver, British Columbia
V6C 3K4

Either Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section.

18.9                           Entire Deed; Integration.  This Deed contains the entire Deed between Parties, and no oral Deed, promise, statement or representation which is not contained herein shall be binding on the Parties unless subsequently reduced to writing and signed by the Parties.  The provisions of this Deed shall supersede all previous oral or written Deeds between the Parties hereto.

18.10                     Binding Effect.  All of the covenants, conditions, and terms of this Deed shall (i) be of benefit to the Parties, (ii) to the maximum extent allowed by law, be an interest in the Property, and (iii) bind and inure to the benefit of the Parties, their successors and permitted assigns.

18.11                     Further Assurances.  From time to time, each Party shall, at the request of the other Party and with reasonable diligence, do all things and provide all assurances as may be reasonably required to carry out the obligations contemplated by this Deed, and each Party shall, at the request of the other Party and with reasonable diligence, execute and deliver such additional documents or instruments as may be reasonably necessary to carry out the terms of this Deed.

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18.12                     Counterparts.  This Deed may be executed in any number of counterparts, and it shall not be necessary that the signatures of the Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

19.                                 Definitions.

“Beneficiated Precious Metals” means doré or concentrates produced from Gold by Tonkin’s final mill or other final processing plant, but specifically excludes (i) raw or crushed ore containing Gold or (ii) other preliminarily processed Gold;

“Gold” means Gold mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from the Property;

“Hedging Transactions” means any and all activities by which the Tonkin sells or disposes of Gold by engaging in any commodity futures trading, option trading, metals trading, or sales or dispositions of Gold for other than spot prices, or any combination thereof, and any other hedging transactions;

“Laws” means all laws, by-laws, statutes, codes, ordinances, regulations and rules, and all treaties, constitutions, judgments, decrees, orders, directives, consents, authorizations, approvals, guidelines, protocols, notices and policies to the extent that they have the force of law and all rules, policies and other requirements of any stock exchange, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which the word is used;

“Monthly Production” means the gross number of troy ounces of Gold contained in the production from the Property which were delivered to the Payor during the preceding calendar month;

“Net Smelter Returns” has the meaning ascribed to that term in Section 4;

“Owner” includes all of Owner’s successors-in-interest, including inter alia assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Owner’s subsidiary, parent, sister or affiliated companies;

“Payor” means the smelter, refiner, processor, purchaser or other recipient of such production, or an insurer as a result of casualty to such production to whom the Monthly Production is delivered;

“Tonkin” includes all of Tonkin’s successors-in-interest, including inter alia the Tonkin of the Property, assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Tonkin’s subsidiary, parent, sister or affiliated companies;

(Signature page follows)

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IN WITNESS WHEREOF, Owner has hereunto set its hand the day and year first above written.

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Before Nils F. Engelstad, a Notary Public in and for the Province of Ontario, duly appointed, personally appeared IAN J. BALL, Manager of TONKIN SPRINGS LLC, a Delaware limited liability company, who acknowledged that he executed the foregoing QUITCLAIM DEED WITH RESERVED ROYALTY, and to me known or proved to be the person described in and who executed the same.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal at Toronto, Canada this              day of July, 2011.

Before John W. Legg, a Notary Public in and for the Province of British Columbia, duly appointed, personally appeared MICHAEL C. O’BRIEN, Treasurer of GOLD STANDARD ROYALTY (NEVADA) INC., a Nevada corporation, who acknowledged that he executed the foregoing QUITCLAIM DEED WITH RESERVED ROYALTY, and to me known or proved to be the person described in and who executed the same.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal at Toronto, Canada this              day of July, 2011.

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