CREDIT FACILITY AGREEMENT

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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 such power before such transaction; (ii) the Borrower is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding securities of the surviving or resulting corporation shall be owned in the aggregate by the former stockholders of the Borrower, as the same shall have existed immediately prior to such merger or consolidation, or (iii) the Borrower sells more than 75% of its assets to another corporation which is not a wholly owned subsidiary.

        "Closing Date" means the date of this Agreement.

        "Credit Extension" means each Advance and any other extension of credit by Lender for the benefit of Borrower hereunder.

        "Daily Balance" means the amount of the Obligations owed at the end of a given day.

        "Event of Default" has the meaning assigned thereto in Article 7.

        "Insolvency Proceeding" means any proceeding commenced before a court of competent jurisdiction under any provision of the United States bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors or proceedings seeking reorganization, arrangement, or other relief.

        "Obligations" means all principal, interest and other amounts owed to Lender by Borrower pursuant to this Agreement or the Promissory Note whether absolute or contingent, due or to become

due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding.

        "Prime Rate" means the variable rate of interest, per annum, that appears in The Wall Street Journal .

        "Promissory Note" means the Revolving Credit Master Note executed by Borrower in favor of Lender in the face amount of Five Million Dollars ($5,000,000) and in the form attached hereto as Exhibit A .

        "Revolving Facility" means the facility under which Borrower may request Lender to issue Advances, as specified in Section 2.1(a) hereof.

        "Revolving Line" means a credit extension of up to Five Million Dollars ($5,000,000).

        "Revolving Maturity Date" means the day 15 months after the Closing Date except in the event of a Change in Control in which event the "Revolving Maturity Date" shall mean the closing date of the transaction giving rise to the Change in Control. Borrower may request, and Lender may approve, a renewal of Revolving Line.

2.    LOAN AND TERMS OF PAYMENT.     

         2.1    Credit Extensions.     Borrower promises to pay to the order of Lender, in lawful money of the United States of America, the aggregate unpaid principal amount of all outstanding Credit Extensions made by Lender to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof and the Promissory Note.

         (a)    Revolving Advances.     

           (i)   Subject to and upon the terms and conditions of this Agreement, at any time prior to the Revolving Maturity Date Borrower may request Advances in an aggregate outstanding amount not to exceed the Revolving Line. Advances requested by Borrower shall be a minimum amount of $100,000. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium.

          (ii)   Whenever Borrower desires an Advance, Borrower will notify Lender no later than 10 business days before the Advance is to be made. Lender will deposit the Advance in such deposit account as designated by Borrower.

         2.2    Interest Rates, Payments, and Calculations.     

         (a)    Interest Rates.     Except as set forth in Section 2(b), the Advances shall bear interest, on the Daily Balance thereof, at a rate equal to five percent (5%) above the Prime Rate; provided , however , that at no time shall the rate be greater than that permitted by Colorado law.

         (b)    Default Rate.     Upon the occurrence of an Event of Default, all Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to two (2) percentage points above the interest rate applicable immediately prior to the occurrence of such Event of Default.

         (c)    Payments.     Interest accrued on Advances shall be paid quarterly in arrears on the first day of each January, April, July, and October until the Revolving Maturity Date. All Advances plus unpaid accrued interest thereon shall be due and payable on the Revolving Maturity Date. In addition, Borrower shall make quarterly payments of the Standby Fee as set forth in Section 2.3.

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         (d)    Computation.     In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Promissory Note shall be computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty-day months for the actual number of days elapsed.

         2.3    Standby Fee.     In addition to amounts set forth in Section 2.2 above, Borrower shall pay to Lender an annual standby fee ("Standby Fee") equal to 1% of the unused portion of the Revolving Line. The unused portion of the Revolving Line shall be equal to the Revolving Line less the average Daily Balance for the applicable time period. The Standby Fee shall be calculated on the basis of a three hundred sixty (360) day year applied to the actual number of days on which there exists any unused portion of the Revolving Line. The Standby Fee shall be paid quarterly in arrears on the first day of each January, April, July, October and on the Revolving Maturity Date.

         2.4    Term.     This Agreement shall become effective on the Closing Date and, subject to Section 11.1, shall continue in full force and effect for so long as any Obligations remain outstanding or Lender has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Lender shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default.

3.    CONDITIONS OF ADVANCES OR CREDIT EXTENSIONS.     

         3.1    Conditions Precedent to Initial Credit Extension.     The obligation of Lender to make the initial Credit Extension is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, the following:

         (a)    this Agreement;

         (b)    the Promissory Note; and

         (c)    such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.

         3.2    Conditions Precedent to all Credit Extensions.     The obligation of Lender to make each Credit Extension, including the initial Credit Extension, is further subject to the representations and warranties contained in Section 4 being true and correct in all material respects on and as of the Closing Date and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing or would exist as a result of giving effect to such Credit Extension.

4.    REPRESENTATIONS AND WARRANTIES.     

        Borrower represents and warrants as follows:

         4.1    Due Organization and Qualification.     Borrower is a corporation duly existing under the laws of its state of incorporation and is qualified or licensed to do business in any state in which the conduct of its business or its ownership of property requires that it be so qualified.

         4.2    Due Authorization; No Conflict.     The execution, delivery and performance of this Agreement are within Borrower's powers, have been duly authorized by all necessary corporate or other action on the part of such Borrower and are not in material conflict with nor constitute a material breach of, any provision contained in such Borrower's Articles of Incorporation or Bylaws.

         4.3    Full Disclosure.     No representati