USAU 10-K/A

U.S. Gold Corp. (USAU)

10-K/A 2024-08-28 For: 2024-04-30

View Original

Added on April 07, 2026

Nevada		22-1831409
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1910 East Idaho Street, Suite 102-Box 604 Elko, NV		89801
(Address of Principal Executive Offices)		(Zip Code)

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		USAU		NASDAQ Capital Market

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging Growth Company ☐

Auditor Firm ID		Auditor Name		Auditor Location
688		Marcum LLP		New York

			Page
Explanatory Note
Forward-Looking Statements
Part III

	Item 10.	Directors, Executive Officers, and Corporate Governance	5
	Item 11.	Executive Compensation	8
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	12
	Item 14.	Principal Accountant Fees and Services	13

Part IV

	Item 15.	Exhibit and Financial Statement Schedules	14
Signatures

	●	The timing of the preparation, filing, and satisfaction of the conditions of our mine construction and operating permits for the CK Gold Project;
	●	The timing and process of completing conditions surrounding our approved mine operating permit and closure plan for the CK Gold Project;
	●	The assumptions and projections contained in the CK Gold Project Prefeasibility Study, including estimated mineral resources and mineral reserves, mine life, projected operating and capital costs, projected production, internal rate of return (“IRR”) and Net Present Value (“NPV”) calculations, and the possibility of upside potential at the project;
	●	The planned extensions of our leases;
	●	Our planned expenditures during our fiscal year ended April 30, 2025;
	●	Future exploration plans and expectations related to our properties;
	●	Our ability to fund our business through April 30, 2025 with our current cash reserves based on our currently planned activities;
	●	Our anticipation of future environmental and regulatory impacts; and
	●	Our business and operating strategies.

	●	Unfavorable results from our exploration activities;
	●	Decreases in gold, copper or silver prices;
	●	Whether we are able to raise the necessary capital required to continue our business on terms acceptable to us or at all, and the likely negative effect of volatility in metals prices or unfavorable exploration results;
	●	Whether we will be able to begin to mine and sell minerals successfully or profitably at any of our current properties at current or future metals prices;
	●	Potential delays in our exploration activities or other activities to advance properties towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes under agreements related to exploration properties, unanticipated costs and other unexpected events;
	●	Our ability to retain key management and mining personnel necessary to successfully operate and grow our business;
	●	Economic and political events affecting the market prices for gold, copper, silver, and other minerals that may be found on our exploration properties;
	●	Volatility in the market price of our common stock; and
	●	The factors set forth under “Risk Factors” in Item 1A of the 2024 Form 10-K.

Name	Age	Position	Director Since
Luke Norman	53	Chairman	2022
George Bee	65	President, Chief Executive Officer and Director	2020
Robert W. Schafer	70	Director	2020
Tara Gilfillan⁽¹⁾	53	Former Director	2020
Michael Waldkirch	54	Director	2021
Johanna Fipke	45	Director	2024

Board Diversity Matrix (As of August 28, 2024)
Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	4	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	4	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-

	●	Appointing, approving the compensation of, overseeing the work of and assessing the independence, qualifications and performance of the independent auditor;
	●	Reviewing the internal audit function, including its independence, plans and budget;
	●	Approving, in advance, audit and any permissible non-audit services performed by our independent auditor;
	●	Reviewing our internal controls with the independent auditor, the internal auditor and management;
	●	Reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor and management;
	●	Overseeing our financial compliance system; and
	●	Overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function and information technology.

	●	Reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the Chief Executive Officer;
	●	Overseeing and administering the Company’s executive compensation plans, including equity-based awards;
	●	Negotiating and overseeing employment agreements with officers and directors; and
	●	Overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

	●	Reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues;
	●	Evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;
	●	Working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;

	●	Presenting to the Board a list of individuals recommended to be nominated for election to the Board;
	●	Reviewing, evaluating and recommending changes to the Company’s Corporate Governance Principles and committee charters;
	●	Recommending to the Board individuals to be elected to fill Board vacancies and newly created directorships;
	●	Overseeing the Company’s compliance program, including the Code of Conduct; and
	●	Overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure and succession planning, may affect the Company’s major risk exposures.

Name and principal position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)(2)		Option Awards ($)⁽³⁾			All other compensation ($)		Total ($)
George Bee		2024	$	300,000	$	—	$	—	$	—		$	—	$	300,000
Chief Executive Officer (PEO)		2023		300,000		—		—		49,650	⁽⁴⁾		—		349,650

Eric Alexander		2024	$	240,000	$	—	$	—	$	—		$	—	$	240,000
Chief Financial Officer (Principal Financial and Accounting Officer)		2023		240,000		—		—		49,650	⁽⁵⁾		—		289,650

Kevin Francis Vice President – Exploration and Technical Services		2024	$	220,000	$	—	$	—	$	—		$	—	$	220,000
		2023		220,000		—		—		49,650	⁽⁶⁾		—		269,650

	●	President and Chief Executive Officer: 100%, bonus paid in a form to be determined by the Board.
	●	Chief Financial Officer: 100%, bonus paid in a form to be determined by the Board.
	●	Vice President – Exploration and Technical Services: 75%, bonus paid in a form to be determined by the Board.

⁽²⁾	No restricted stock units (“RSUs”) or other stock awards were granted to the Named Executive Officers in the fiscal years ended April 30, 2024 and 2023.
⁽³⁾	Represents the aggregate grant date fair value for stock option awards granted by us in the fiscal year ended April 30, 2023, computed in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements reported in the 2024 Form 10-K for details as to the assumptions used to determine the fair value of the stock option awards. No stock option awards were granted to the Named Executive Officers in the fiscal year ended April 30, 2024.
⁽⁴⁾	Represents stock options covering 15,000 shares of common stock granted as long-term incentive compensation on January 12, 2023. The stock options vested immediately on the date of grant.
⁽⁵⁾	Represents stock options covering 15,000 shares of common stock granted as long-term incentive compensation on January 12, 2023. The stock options vested immediately on the date of grant.
⁽⁶⁾	Represents stock options covering 15,000 shares of common stock granted as long-term incentive compensation on January 12, 2023. The stock options vested immediately on the date of grant.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
George Bee		11,946⁽¹⁾		3,982	⁽¹⁾	$	6.93	01/24/2027		—	$	—
		15,000		—		$	5.02	01/12/2028		—	$	—
Eric Alexander		4,779⁽¹⁾		1,593	⁽¹⁾	$	6.93	01/24/2027		—	$	—
		15,000		—		$	5.02	01/12/2028		—	$	—
Kevin Francis		2,925⁽¹⁾		975	⁽¹⁾	$	6.93	01/24/2027		—	$	—
		15,000		—		$	5.02	01/12/2028		—	$	—

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Luke Norman⁽¹⁾	$	—	$	—	$	—	$	120,000	$	120,000
Robert W. Schafer⁽²⁾	$	40,000	$	—	$	—	$	—	$	40,000
Tara Gilfillan⁽³⁾	$	33,528	$	—	$	—	$	—	$	33,528
Michael Waldkirch⁽⁴⁾	$	32,028	$	—	$	—	$	—	$	32,028
Johanna Fipke⁽⁵⁾	$	444	$	—	$	—	$	—	$	444

⁽¹⁾	On March 10, 2021, we entered into a consulting agreement with Mr. Norman pursuant to which Mr. Norman is to provide services related to investor and strategic introductions for potential mergers and acquisitions and other potential and strategic relationships to add shareholder value (the “March 2021 Norman Agreement”). On March 10, 2022, we extended the March 2021 Norman Agreement for an additional 12 months (the “March 2022 Norman Extension”). On March 10, 2023, we further extended the March 2021 Norman Agreement for another 12 months (the “March 2023 Norman Extension”). In consideration for the services provided pursuant to the March 2023 Norman Extension, Mr. Norman was paid an annual fee of $250,000 consisting of shares of the Company’s common stock with a value of $130,000, paid within five days of the effective date of the March 2023 Norman Extension, and cash payments of $120,000, paid in increments of $10,000 per month. We paid a total of 120,000 in cash for consulting fees to Mr. Norman during the fiscal year ended April 30, 2024. Additionally, as of April 30, 2024, Mr. Norman had outstanding options to purchase 30,310 shares of our common stock and outstanding RSU awards of 3,463 shares of our common stock.
⁽²⁾	As of April 30, 2024, Mr. Schafer had outstanding options to purchase 20,310 shares of our common stock and outstanding RSU awards of 7,927 shares of our common stock.
⁽³⁾	As of April 30, 2024, Ms. Gilfillan had outstanding options to purchase 20,310 shares of our common stock and outstanding RSU awards of 7,927 shares of our common stock. Ms. Gilfillan did not stand for re-election at the Company’s annual meeting held on April 26, 2024.
⁽⁴⁾	As of April 30, 2024, Mr. Waldkirch had outstanding options to purchase 20,310 shares of our common stock and outstanding RSU awards of 7,409 shares of our common stock.
⁽⁵⁾	Ms. Fipke was elected to the Board at the Company’s annual meeting held on April 26, 2024.

	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders		626,225	$	5.73		1,785,419
Equity compensation plans not approved by security holders		—		—		—
Total		626,225	$	5.73		1,785,419

	Amount of Beneficial Ownership of Common Stock^(1,2)
Name of Beneficial Owner	Number		Percent
Luke Norman⁽³⁾		527,247		4.83	%

George Bee⁽⁴⁾		428,732		3.90	%

Robert W. Schafer⁽⁵⁾		129,757		1.21	%

Johanna Fipke⁽⁶⁾		—		*

Michael Waldkirch⁽⁷⁾		34,450		*

Eric Alexander⁽⁸⁾		89,275		*

Kevin Francis⁽⁹⁾		38,181		*

Current Directors and Executive Officers as a group (7 persons)		1,247,642		10.99	%

Phoenix Gold Fund Ltd⁽¹⁰⁾		865,319		7.87	%

Thomas B. Akin⁽¹¹⁾		761,201		6.99	%

	⁽¹⁾	The number of shares has been adjusted to reflect the reverse 1-for-10 reverse stock split effective March 17, 2020.
	⁽²⁾	Beneficial ownership includes all stock options, warrants and restricted awards (including vested RSUs) held by a stockholder that are currently exercisable or exercisable within 60 days of August 28, 2024.
	⁽³⁾	Includes: (i) 345,517 unrestricted shares of common stock; (ii) 3,463 shares of common stock underlying vested RSUs; (iii) options to purchase 30,310 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 147,957 shares of common stock, all of which are currently exercisable. Mr. Norman has no voting rights with respect to the RSUs until the underlying shares are issued.

	⁽⁴⁾	Includes: (i) 175,566 unrestricted shares of common stock; (ii) 225,450 shares of common stock underlying vested RSUs, which are issuable upon Mr. Bee’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 30,928 shares of common stock, of which 26,946 are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable. Excludes: options to purchase 3,982 shares of common stock. Mr. Bee has no voting rights with respect to the RSUs until the underlying shares are issued.
	⁽⁵⁾	Includes: (i) 100,750 unrestricted shares of common stock; (ii) 7,927 shares of common stock underlying vested RSUs which are issuable upon Mr. Schafer’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 20,310 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable. Mr. Schafer has no voting rights with respect to the RSUs until the underlying shares are issued.
	⁽⁶⁾	Ms. Fipke was (i) elected to the Board at the Company’s annual meeting held on April 26, 2024 and (ii) does not currently have beneficial ownership of any shares of the Company’s common stock.
	⁽⁷⁾	Includes: (i) 6,154 unrestricted shares of common stock; (ii) 7,409 shares of common stock underlying vested RSUs, which are issuable upon Mr. Waldkirch’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 20,310 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 577 shares of common stock, all of which are currently exercisable. Mr. Waldkirch has no voting rights with respect to the RSUs until the underlying shares are issued.
	⁽⁸⁾	Includes: (i) 1,540 unrestricted shares of common stock; (ii) 67,186 shares of common stock underlying vested RSUs, which are issuable upon Mr. Alexander’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 21,372 shares of common stock, of which 19,779 are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable. Excludes: options to purchase 1,593 shares of common stock. Mr. Alexander has no voting rights with respect to RSUs until the underlying shares are issued.
	⁽⁹⁾	Includes: (i) 308 unrestricted shares of common stock; (ii) 19,794 shares of common stock underlying vested RSUs, which are issuable upon Mr. Francis’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 18,900 shares of common stock, of which 17,925 are currently exercisable; and (iv) warrants to purchase 154 shares of common stock, all of which are currently exercisable. Excludes: options to purchase 975 shares of common stock. Mr. Francis has no voting rights with respect to RSUs until the underlying shares are issued.
	⁽¹⁰⁾	Includes: (i) 743,486 unrestricted shares of common stock, which the reporting person has sole power to vote and dispose or to direct the disposition of, as reported in the Schedule 13 G/A filed with the SEC on April 23, 2024 (the “Phoenix SC 13 G/A”); and (ii) warrants to purchase 121,833 shares of common stock, which the reporting person has sole power to vote and dispose or to direct the disposition of, all of which are currently exercisable or are exercisable within 60 days of August 28, 2024, as reported in the Phoenix SC 13 G/A. The business address of the beneficial owner as disclosed in the Phoenix SC 13 G/A is Suite 10.3, West Wing, Rohas tecnic, No. 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.
	⁽¹¹⁾	Includes: (i) 596,201 unrestricted shares of common stock, which the reporting person has sole power to vote and dispose or to direct the disposition of, as reported in the Schedule 13G filed with the SEC on May 7, 2024 (the “Akin SC 13G”); and (ii) warrants to purchase 165,000 shares of common stock, which the reporting person has sole power to vote and dispose or to direct the disposition of, all of which are currently exercisable or are exercisable within 60 days of August 28, 2024. The business address of the beneficial owner as disclosed in the Akin SC 13G is 30 Liberty Ship Way, Suite 3110, Sausalito, California 94965.

	2024		2023
Audit Fees ⁽¹⁾	$	191,855	$	180,820
Audit-related fees ⁽²⁾		-		-
Tax fees⁽³⁾		-		-
All Other Fees⁽⁴⁾		-		-
Total fees	$	191,855	$	180,820

	●	Reviewed and discussed the audited financial statements for the fiscal year ended April 30, 2024 with management and Marcum, our independent public accountant;

	●	Discussed with Marcum the matters required to be discussed in accordance with the rules set forth by the Public Company Accounting Oversight Board (“PCAOB”), relating to the conduct of the audit; and

	●	Received written disclosures and the letter from Marcum regarding its independence as required by applicable requirements of the PCAOB regarding Marcum communications with the Audit Committee and the Audit Committee further discussed with Marcum its independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the Audit Committee determined appropriate.

2.1	Articles of Merger as filed with the Nevada Secretary of State on May 23, 2017. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 26, 2017.

3.1	Articles of Incorporation filed with the Secretary of State of the State of Nevada. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 8, 2016.

3.2	Certificate of Amendment to Articles of Incorporation dated July 6, 2016. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 8, 2016.

3.3	Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 8, 2016.

3.4	Certificate of Designations, Preferences and Rights of 0% Series B Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 21, 2016.

3.5	Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series D Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 5, 2016.

3.6	Certificate of Designations, Preferences and Rights of the Company’s 0% Series C Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001- 08266 on May 26, 2017.

3.7	Amended and Restated Bylaws. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 23, 2016.

3.8	Certificate of Designations, Rights, Powers, Preferences, Privileges and Restrictions of the Company’s 0% Series F Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.

3.9	Certificate of Amendment of Articles of Incorporation of U.S. Gold Corp. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on March 19, 2020.

3.10	Certificate of Designation of 0% Series G Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on March 30, 2020.

3.11	Certificate of Amendment to Articles of Incorporation dated May 2, 2017. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on May 5, 2017.

3.12	Certificate of Designations of Series H Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on August 13, 2020.

3.13	Certificate of Designations of Series I Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on August 13, 2020.

4.1	Form of Common Stock Purchase Warrant. Incorporated by reference from Exhibits to the Current Report on Form 8-K with the Securities and Exchange Commission, SEC file number 001-08266, filed on May 12, 2011.

4.2	Form of Class A Warrant Certificate. Incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.

4.3	Description of Securities. Incorporated by reference from Exhibit 4.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2021.

4.4	Form of Common Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 28, 2021.

4.5	Form of Common Stock Purchase Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 18, 2022.

4.6	Form of Common Stock Purchase Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on March 21, 2022.

4.7	Form of Common Stock Purchase Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

4.8	Amendment No. 1 to Warrants. Incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

4.9	Form of Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 19, 2024.

10.1	2014 Equity Incentive Plan. Incorporated by reference from Exhibits to a Definitive Proxy Statement for an Annual Meeting of Shareholders held on November 10, 2014, filed with the Securities and Exchange Commission, SEC file number 001-08266, on October 21, 2014.

10.2	2017 Equity Incentive Plan. Incorporated by reference from Appendix A to a Definitive Proxy Statement for an Annual Meeting of Shareholders held on July 31, 2017, filed with the Securities and Exchange Commission, SEC file number 001- 08266, on July 12, 2017.

10.3	Consulting Agreement dated January 7, 2021 by and between Ryan K. Zinke and U.S. Gold Corp. Incorporated by reference from Exhibit 10.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2021.

10.4	Employment Agreement dated December 4, 2020 by and between George Bee and U.S. Gold Corp. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on December 10, 2020.

10.5	Employment Agreement dated December 4, 2020 by and between Eric Alexander and U.S. Gold Corp. Incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on December 10, 2020.

10.6	Employment Agreement dated July 19, 2021 by and between Kevin Francis and U.S. Gold Corp. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on July 19, 2021.

10.7	U.S. Gold Corp 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001-08266, on September 24, 2019.

10.8	First Amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporate by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001-08266, on November, 10, 2020.

10.9	Form of Leak-Out Agreement. Incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

10.10	Form of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.5 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 16, 2019.

10.11	Form of Restricted Stock Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.6 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 16, 2019.

10.12	Form of Nonqualified Stock Option Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.7 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 16, 2019.

10.13	Form of Securities Purchase Agreement. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 18, 2022.

10.14	Form of Securities Purchase Agreement. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on March 21, 2022.

10.15	Consulting Agreement dated March 10, 2021 by and between Luke Norman and U.S. Gold Corp. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 24, 2022.

10.16	Assignment and Assumption Agreement dated November 9, 2022. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on November 15, 2022.

10.17	Form of Securities Purchase Agreement. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

10.18	Form of Securities Purchase Agreement. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 19, 2024.

19.1	Insider Trading Policy. Incorporated by reference from Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

21.1	List of Subsidiaries. Incorporated by reference from Exhibit 21.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

23.1	Consent of Marcum LLP. Incorporated by reference from Exhibit 23.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

23.2	Consent of Gustavson Associates LLC (a member of WSP Global Inc.). Incorporated by reference from Exhibit 23.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

23.3	Consent of John A. Wells. Incorporated by reference from Exhibit 23.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

23.4	Consent of Mark C. Shutty. Incorporated by reference from Exhibit 23.4 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

31.1	Rule 13a-14(a) Certification of George Bee.

31.2	Rule 13a-14(a) Certification of Eric Alexander.

32.1	Section 1350 Certification of George Bee (Furnished not Filed). Incorporated by reference from Exhibit 32.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

32.2	Section 1350 Certification of Eric Alexander (Furnished not Filed). Incorporated by reference from Exhibit 32.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

96.1	Technical Report Summary. Incorporated by reference from Exhibit 96.1 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 15, 2022.

97.1	U.S. Gold Corp Executive Compensation Clawback Policy . Incorporated by reference from Exhibit 97.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

	U.S. GOLD CORP.

Date: August 28, 2024	By:	/s/ George M. Bee
		George M. Bee
		President and Chief Executive
		Officer (Principal Executive Officer)

Date: August 28, 2024	By:	/s/ Eric Alexander
		Eric Alexander
		Principal Financial and Accounting Officer

Date: August 28, 2024	By:	/s/ Luke Norman
		Luke Norman, Director and Chairman

Date: August 28, 2024	By:	/s/ George M. Bee
		George M. Bee, Director

Date: August 28, 2024	By:	/s/ Johanna Fipke
		Johanna Fipke, Director

Date: August 28, 2024	By:	/s/ Robert W. Schafer
		Robert W. Schafer, Director

Date: August 28, 2024	By:	/s/ Michael Waldkirch
		Michael Waldkirch, Director