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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