UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]☐

Check the appropriate box:

U.S. GOLD CORP.

(Name of Registrant as Specified Inin Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

U.S. GOLD CORP.

777 Alexander Road

Princeton, NJ 08543

(609) 799-0071

Dear Shareholder,

You are cordially invited to attend the 2017 Annual Meeting of Shareholders (the “Annual Meeting”) of U.S. Gold Corp. to be held at 10:00 a.m. (local time) on July 31, 2017, at the office of Sichenzia Ross Ference Kesner LLP, 61 Broadway, 32^ndFloor, New York, NY 10006. The attached notice of Annual Meeting and proxy statement describe the matters to be presented at the Annual Meeting and provide information about us that you should consider when you vote your shares.

The principal business of the meeting will be (i) to elect as directors the nominees named in this proxy statement to serve until 2018 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) to ratify the appointment of Marcum LLP as our independent public accountant for the fiscal year ending April 30, 2018, (iii) to advise us as to whether you approve the compensation of our named executive officers (Say-on-Pay), (iv) to approve the Company’s 2017 Equity Incentive Plan and the reservation of 1,650,000 shares of common stock for issuance thereunder and (v) to transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that your shares are represented. Therefore, when you have finished reading the proxy statement, you are urged to complete, sign, date and return the enclosed proxy card promptly in accordance with the instructions set forth on the card. This will ensure your proper representation at the Annual Meeting, whether or not you can attend.

YOUR VOTE IS IMPORTANT.

PLEASE RETURN YOUR PROXY PROMPTLY.October 26, 2022

U.S. GOLD CORP.

777 Alexander Road1910 East Idaho Street, Suite 102-Box 604,

Princeton, NJ 08543Elko, Nevada 89801

(609) 799-0071(800) 557-4550

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To be Held July 31, 2017TO BE HELD December 16, 2022

To the ShareholdersStockholders of U.S. Gold Corp.:

NOTICE IS HEREBY GIVEN that the 20172022 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of U.S. Gold Corp., a Nevada corporation (the “Company”), will be held at 10:9:00 a.m. (local time)Mountain Time on July 31, 2017,December 16, 2022, or such later date and time as such Annual Meeting date may be adjourned, in a virtual format only via live website at www.usgold.vote. The Annual Meeting will be held for the following purposes:

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Stockholders are referred to the proxy statement for more detailed information with respect to the matters to be considered at the Annual Meeting. The Board of Directors recommends a vote “FOR” Proposals 1, 2, 3 and 4.

In light of public health concerns regarding the coronavirus outbreak, this year’s Annual Meeting will be conducted in a virtual format only in order to assist in protecting the health and well-being of our stockholders and employees and to provide access to our stockholders regardless of geographic location. Stockholders will not be able to attend the Annual Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live website of the Annual Meeting by visiting www.usgold.vote and entering the control number found on the voting form. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number available on the virtual meeting page on the morning of the Annual Meeting.

Our Board has set October 25, 2022, as the record date for the Annual Meeting and any adjournment(s) or postponement(s) thereof. Only stockholders of record as of the close of business on October 25, 2022, are entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting of Stockholders and related proxy materials are first being distributed or made available to stockholders beginning on or about October 26, 2022.

Your vote is important. Please read the proxy statement and the instructions on the proxy card and then, whether or not you plan to attend the Annual Meeting, and no matter how many shares you own, please submit your proxy promptly by telephone or via the Internet, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.

You may revoke your proxy at any time before the vote is taken by delivering to the office of the Corporate Secretary of U.S. Gold Corp. a written revocation or a proxy with a later date (including a proxy by telephone or via the Internet) or by voting your shares virtually at the Annual Meeting, in which case your prior proxy would be disregarded.

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

U.S. GOLD CORP.

1910 East Idaho Street, Suite 102-Box 604,

Elko, Nevada 89801

(800) 557-4550

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Board of Directors (the “Board of Directors” or the “Board”) of U.S. Gold Corp. is soliciting the enclosed proxy for use at the 2022 Annual Meeting of Stockholders (referred to herein as the “Annual Meeting”) to be conducted in a virtual format only via live website at www.usgold.vote on Friday, December 16, 2022, at 9:00 a.m. Mountain Time, or such later date or dates as such Annual Meeting date may be adjourned, at the office of Sichenzia Ross Ference Kesner LLP, 61 Broadway, 32^nd Floor, New York, NY 10006, for the purpose of considering and taking action on the following proposals:adjourned.

The foregoing business items are more fully describedIn light of public health concerns regarding the coronavirus (“COVID-19”) outbreak, this year’s Annual Meeting will be conducted in a virtual format only in order to assist in protecting the following pages, which are made parthealth and well-being of this notice.our stockholders and employees and to provide access to our stockholders regardless of geographic location. Stockholders will not be able to attend the Annual Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the Annual Meeting.

The Board recommends that you voteThis proxy statement is furnished to holders of our common stock as follows:

You may vote if you were the record ownerdate as part of the Company’s common stock at the closesolicitation of business on July 10, 2017. Theproxies by our Board of Directors ofin connection with the Companyproposals to be presented at the Annual Meeting. Our Board has fixed the close of business on July 10, 2017set October 25, 2022, as the record date (the “Record Date”) for. Only holders of our common stock as of the determinationclose of shareholdersbusiness on October 25, 2022 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments thereof.

Meeting. As of the Record Date, there were 11,029,2708,348,136 shares of our common stock issued and outstanding. Each share of common stock outstanding entitled to vote at the Annual Meeting. The foregoing shares are referred to herein as the “Shares,” holders of the Shares are entitled tohas one vote for each Share held. A list of shareholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary of the Company at 777 Alexander Road, Princeton, NJ 08543.

All shareholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, you are requested to complete, sign, date and return the enclosed proxy card as soon as possible in accordance with the instructions on the proxy card. A pre-addressed, postage prepaid return envelope is enclosed for your convenience.

By Order of the Board of Directors of U.S. Gold Corporation,

YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT

Your vote is important. Please vote as promptly as possible even if you plan to attend the Meeting.

For information on how to vote your shares, please see the instruction from your broker or other fiduciary, as applicable, as well as “Information About the Meeting and Voting” in the proxy statement accompanying this notice.

We encourage you to vote by completing, signing, and dating the proxy card, and returning it in the enclosed envelope.

If you have questions about voting your shares, please contact our Corporate Secretary at U.S. Gold Corp, at 777 Alexander Road, Suite 100, Princeton, NJ 08540, telephone number (609) 799-0071.

If you decide to change your vote, you may revoke your proxy in the manner described in the attached proxy statement/prospectus at any time before it is voted.

We urge you to review the accompanying materials carefully and to vote as promptly as possible. Note that we have enclosed with this notice a proxy statement/prospectus.

THE PROXY STATEMENT IS AVAILABLE AT:http://equitystock.com/issuers/

By Order of the Board of Directors,

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about U.S. Gold Corp. that is not included in or delivered with this document. You may obtain this information without charge through the Securities and Exchange Commission (“SEC”) website (www.sec.gov) or upon your written or oral request by contacting the Chief Executive Officer of U.S. Gold Corp., 777 Alexander Road, Suite 100, Princeton, New Jersey 08540 or by calling (609) 799-0071.

To ensure timely delivery of these documents, any request should be made no later than July 20, 2017 to receive them before the annual meeting.

For additional details about where you can find information about U.S. Gold Corp., please see the section entitled “Where You Can Find More Information” in this proxy statement.

Table of Contents

U.S. GOLD CORP.

777 Alexander Road

Princeton, NJ 08543

(609) 799-0071

FOR U.S. GOLD CORP.

2017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 31, 2017

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

This proxy statement, along with the accompanying notice of the 2017 Annual Meeting of Shareholders, contains information about the 2017 Annual Meeting of Shareholders of U.S. Gold Corp., including any adjournments or postponements thereof (referred to herein as the “Annual Meeting”). We are holding the Annual Meeting at 10:00 a.m. (local time) on July 31, 2017, at the office of Sichenzia Ross Ference Kesner LLP, 61 Broadway, 32^nd Floor, New York, NY 10006, or such later date or dates as such Annual Meeting date may be adjourned. For directions to the meeting, please call (609) 799-0071.

vote. In this proxy statement, we refer to U.S. Gold Corp. as “USG,” the “Company,” “we,” “us” or “our.”

Why Did You Send Me This Proxy Statement?The executive offices of the Company are located at, and the mailing address of the Company is 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801.

We sent you this proxy statement in connection with the solicitationIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON DECEMBER 16, 2022, AT 9:00 A.M. MOUNTAIN TIME

As permitted by the Board of Directors“Notice and Access” rules of the Company (referred to herein asU.S. Securities and Exchange Commission (the “SEC”), the “Board of Directors” or the “Board”) of proxies, in the accompanying form, to be used at the Annual Meeting to be held at 10:00 a.m. (local time) on July 31, 2017, at the office of Sichenzia Ross Ference Kesner LLP, 61 Broadway, 32^nd Floor, New York, NY 10006 and any adjournments thereof. This proxy statement along with the accompanying Notice of Annual Stockholder Meeting, of Shareholders summarizes the purposesour proxy statement, a form of the Annual Meetingproxy card and the information you need to know to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on July 31, 2017: The proxy statement andour annual report to security holders are available at www.usgold.gold.

This proxy statement, the accompanying proxy and, though not part of this proxy statement, our 2016 Annual Report, which includes our financial statementson Form 10-K for the fiscal year ended April 30, 2016,2022 (the “Annual Report”) are being mailedavailable online at: www.usgold.vote.

This proxy statement and the accompanying form of proxy are dated October 26, 2022. On or about October 28, 2022, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also, on or about July 14, 2017October 28, 2022, we began mailing printed copies of the proxy materials to all shareholdersstockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

Information About the Annual Meeting and Voting

Why am I receiving these proxy materials?

The Board of Directors of the Company is asking for your proxy for use at the 2022 Annual Meeting to be conducted in a virtual format only via live webcast at www.usgold.vote on December 16, 2022 at 9:00 a.m. Mountain Time, and at any adjournment or postponement of the Annual Meeting. As a stockholder, you are invited to attend the virtual Annual Meeting and are entitled to noticeand requested to vote on the items of business described in this proxy statement.

This proxy statement is furnished to stockholders of U.S. Gold Corp., a Nevada corporation, in connection with the solicitation of proxies by the Board of Directors on behalf of the Company for use at the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

We are using the SEC’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials over the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about October 28, 2022, we began mailing to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet and how to vote online. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares. If you received a Notice of Internet Availability this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability.

What should I do if I receive more than one set of voting materials?

You may receive more than one Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, this proxy statement and the proxy card) or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, a proxy card) for shares held in your name and a voting instruction card for shares held in “street name.” Please follow the separate voting instructions that you received for your shares of common stock held in each of your different accounts to ensure that all of your shares are voted.

Who is soliciting my vote?

The Board of Directors is soliciting your vote on behalf of the Company. Our officers, directors, and employees may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. These officers and employees will not receive additional compensation but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, in connection with shares registered in their names, will be asked to forward solicitation material to the beneficial owners of such shares. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation materials and collecting voting instructions.

When were the solicitation materials first given to stockholders?

This proxy statement and the accompanying form of proxy are dated October 26, 2022. We expect to commence mailing to our stockholders a Notice of Internet Availability indicating that this proxy statement, a proxy card, and our 2022 Annual Report are available on or about October 28, 2022.

How Does The Board Recommend That I Vote On The Proposals?

The Board recommends that you vote as follows:

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this proxy statement was published, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

Who is entitled to vote at the meeting. You can also find a copy of our 2016 Annual Report on Form 10-K onmeeting, what is the Internet through the Securities“record date”, and Exchange Commission’s electronic data system called EDGAR atwww.sec.gov or through the “Investors” section of our website atwww.usgoldcorp.gold.how many votes do they have?

Who Can Vote?

Shareholders who owned USGHolders of record of our common stock at the close of business on July 10, 2017 (the “Record Date”), areOctober 25, 2022 will be entitled to vote at the Annual Meeting. Onmeeting. As of the Record Date, there were 11,029,2708,348,136 shares of USGour common stock issued and outstanding. Each share of common stock is entitled to one vote.

What is a quorum of stockholders?

In order to carry on the business of the Annual Meeting, a quorum must be present. If 33 1/3% of the shares outstanding and entitled to vote. Thevote on the record date are present, either in person (by attending via live website www.usgold.vote) or by proxy, we will have a quorum at the meeting. Any shares represented by proxies that are marked for, against, withhold, or abstain from voting on a proposal will be counted as present in determining whether we have a quorum. If a broker, bank, custodian, nominee, or other record holder of our common stock indicates on a proxy card that it does not have discretionary authority to vote certain shares on a particular matter, and if it has not received instructions from the beneficial owners of such shares as to how to vote on such matters, the shares held by that record holder will not be voted on such matter (referred to as “broker non-votes”) but will be counted as present for purposes of determining whether we have a quorum. There were 8,348,136 shares of our common stock issued and outstanding on the Record Date, and each share of common stock are herein referred to as the “Shares.”has one vote. The presence of holders of 2,782,712 (33 1/3%) votes will represent a quorum.

How many votes does it take to pass each matter?

Who may attend and how do I attend?

All holders of our common stock as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting (via webinar or phone call). Set forth below is a summary of the information you need to attend the Annual Meeting:

What if I have technical difficulties or trouble accessing the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have in accessing the Annual Meeting. If you encounter any difficulties, please call: 877-804-2062 (Toll Free) or email proxy@equitystock.com.

How to participate in and vote at the meeting

If you are a shareholder of record, you can participate and vote your shares in the Annual Meeting by visiting www.usgold.vote and then clicking “Vote Your Proxy”. You may then enter the control number included on your Proxy Card and view the proposals and cast your vote.

If you are a beneficial owner of shares held in street name, you can participate and vote at the meeting by obtaining a legal proxy from your nominee and emailing a copy to proxy@equitystock.com no later than 5:00 p.m. Eastern Time, on December 14, 2022. You will be able to vote your shares. Shares representedshares at the meeting by valid proxies, received in time forgoing to www.usgold.vote and clicking “Vote Your Proxy”. You will then enter the same control number you used to enter the meeting.

Even if you plan to attend the Annual Meeting, and not revoked prior to the Annual Meeting,we recommend that you also vote by proxy as described below so that your vote will be voted at the Annual Meeting. A shareholder may revoke a proxy before the proxy is voted by deliveringcounted if you later decide not to our Secretary a signed statement of revocation or a duly executed proxy card bearing a later date. Any shareholder who has executed a proxy card but attends the Annual Meetingparticipate in person may revoke the proxy and vote at the Annual Meeting.

How Many Votes Do I Have?to vote without participating in the meeting

Each shareShareholders of USG common stock thatrecord may vote without participating in the Annual Meeting by any of the following means:

By Internet. The website address for Internet voting is www.usgold.vote. Please click “Vote Your Proxy” and enter your control number.

By Email. Mark, date, sign and email the Proxy Card to proxy@equitystock.com, ATTN: Shareholder Services.

By mail. Mark, date, sign and mail promptly the Proxy Card, ATTN: Shareholder Services.

By Fax. Mark, date, sign and fax the Proxy Card to 646-201-9006, ATTN: Shareholder Services.

At the Annual Meeting: If you own entitlesare a shareholder of record, you to onecan participate and vote your shares in the Annual Meeting by visiting www.usgold.vote and then clicking “Vote Your Proxy”. You may then enter the control number included on your Proxy Card and view the proposals and cast your vote.

If you vote by Internet, fax or email, please do not mail your Proxy Card.

Because of possible delays with the mails, we recommend you use the Internet or telephone to vote.

If you are a beneficial owner of shares held in street name, you must email to proxy@equitystock.com a legal proxy from your nominee authorizing you to vote your shares no later than 5:00 p.m. Eastern Time on December 14, 2022. Once submitted, you will receive a control number enabling you to vote your shares by any of the means set forth above.

What is a proxy?

A proxy is another person you authorize to vote on your behalf. We ask stockholders to instruct the proxy how to vote so that all common shares may be voted at the meeting even if the holders do not attend the meeting.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes count for purposes of determining the presence of a quorum. Broker non-votes will not be counted as votes cast either for or against Proposal 1, 3 and 4 and will have no impact on the result of the vote on these proposals. Broker non-votes are not applicable to Proposal 2 because your broker has discretion to vote your shares on such proposals. Abstentions will not be counted as votes cast either for or against Proposals 1, 2 and 3; however, abstentions on Proposal 4 will have the same effect as a negative vote on that proposal.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or against“withheld” for each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’sBoard of Director’s recommendations as noted below. The Board has appointed George Bee and Eric Alexander, or either of them, to serve as the proxy for the Annual Meeting. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, Equity Stock Transfer, or you have stock certificates, you may vote:

If you hold your shares in “street name,” your bank, broker or other nominee should provide to you a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you partially complete the voting instruction but fail to complete one or more of the voting instructions, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. See “If my shares are held in “street name” (held in the name of a bank,by my broker, or other nominee),will my broker vote my shares for me?” Alternatively, if you must provide the bank, broker or other nominee with instructions on howwant to vote your shares during the Annual Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to present a nominee-issued proxy to proxy@equitystock.com by 5:00 p.m. Eastern Time on December 14, 2022, you will not be able to vote your nominee-held shares during the Annual Meeting.

YOUR PROXY CARD WILL BE VALID ONLY IF YOU COMPLETE, SIGN, DATE, AND RETURN IT BEFORE THE MEETING DATE.

How will my proxy vote my shares?

If your proxy card is properly completed and canreceived, and if it is not revoked, before the meeting, your shares will be voted at the meeting according to the instructions indicated on your proxy card. If you are a record holder and sign and return your proxy card, but do sonot give any voting instructions, your shares will be voted as follows:

How Does The Board Recommend That I Vote On The Proposals?

The Board recommends that you vote as follows:

IfTo our knowledge, no other matters will be presented at the meeting. However, if any other matter ismatters of business are properly presented, the proxy card provides that your shares will be voted by the proxy holder listedholders named on the proxy card in accordance with his or her bestare authorized to vote the shares represented by proxies according to their judgment. At the time this proxy statement was printed, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:

What If I Receive More Than One Proxy Card?

You may receive more than one proxy card or voting instruction form if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please“street name” by my broker, will my broker vote in the manner described under “How Do I Vote?” on the proxy cardmy shares for each account to ensure that all of your shares are voted.

Will My Shares Be Voted If I Do Not Return My Proxy Card?me?

If your shares are registered in your name or if you have stock certificates, they will not be voted if you do not return your proxy card by mail or vote at the Annual Meeting as described above under “How Do I Vote?”. If your shares are held in street name and your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter, or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote.” The New York Stock Exchange (“NYSE”) has rules that govern brokers who have record ownership of listed company stock (including stock such as ours that is listed on The Nasdaq Capital Market) held in brokerage accounts for their clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed shares as to certain other matters (“non-routine matters”). Under NYSE interpretations, Proposal 1 (election of directors), Proposal 3 (advisory vote to approve executive compensation), and Proposal 4 (approval of the 2017 Equity Incentive Plan) are considered non-routine matters, and Proposal 2 (the ratification of our independent public accountant)

The following matter is considered a routine matter. If your shares are held in street name andTherefore, if you do not provide voting instructionsvote on this proposal, your brokerage firm may choose to the bank, brokervote for you or other nominee that holdsleave your shares as described above under “How Do I Vote?,” the bank, broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted shares for Proposal 2 (the ratification of our independent public accountant), but does not have authority to vote your unvoted shares for Proposal 1 (election of directors), Proposal 3 (advisory vote to approve executive compensation), and Proposal 4 (approval of the 2017 Equity Incentive Plan). We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the Shares entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Votes of shareholders of record who are present at the Annual Meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Householding of Annual Disclosure Documents

The Securities and Exchange Commission (the “SEC”) previously adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or brokers holding our shares on your behalf to send a single set of our annual report and proxy statement to any household at which two or more of our shareholders reside, if either we or the brokers believe that the shareholders are members of the same family. This practice, referred to as “householding,” benefits both shareholders and us. It reduces the volume of duplicate information received by you and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once shareholders receive notice from their brokers or from us that communications to their addresses will be “householded,” the practice will continue until shareholders are otherwise notified or until they revoke their consent to the practice. Each shareholder will continue to receive a separate proxy card or voting instruction card.

Those shareholders who either (i) do not wish to participate in “householding” and would like to receive their own sets of our annual disclosure documents in future years or (ii) who share an address with another one of our shareholders and who would like to receive only a single set of our annual disclosure documents should follow the instructions described below:this proposal:

Applicable rules, however, do not permit brokerage firms to vote their clients’ unvoted shares on the following proposals:

Therefore, if you do not vote on these proposals, your shares will remain unvoted on those proposals. We urge you to provide voting instructions to your brokerage firm so that your vote will be cast on those proposals.

How do I revoke my proxy and change my vote prior to the meeting?

If you are a registered stockholder (meaning your shares are registered directly in your name with our transfer agent) you may change your vote at any time before voting takes place at the meeting. You may change your vote by:

For shares you hold beneficially or in “street name,” you may change your vote by submitting new voting instructions to your bank, broker or other nominee or fiduciary in accordance with that entity’s procedures, or if you obtained a legal proxy form giving you the right to vote your shares, by virtually attending the Annual Meeting and voting during the Annual Meeting.

Who is paying forDo I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of our stockholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

Our Board is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of common stock and collecting voting instructions. We may use officers and employees of the Company to ask for proxies, as described below.

Is this proxy statement the only way that proxies are being solicited?

No. In addition to mailed proxy materials, our directors,the solicitation of proxies by use of the Notice of Internet Access, officers and employees of the Company may also solicit the return of proxies, in person,either by mail, telephone, telecopy, e-mail or by other means of communication. We will not pay our directors,through personal contact. These officers and employees anywill not receive additional compensation for soliciting proxies. We may reimburse brokerage firms, bankstheir efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other agents forcustodians, nominees and fiduciaries, in connection with shares of the costcommon stock registered in their names, will be requested to forward solicitation material to the beneficial owners of forwarding proxy materials to beneficial owners.shares of common stock.

When are shareholder proposals due for next year’s annual meeting?Are there any other matters to be acted upon at the Annual Meeting?

At our annual meeting each year, our Board of Directors submitsManagement does not intend to shareholders its nomineespresent any business at the Annual Meeting for election as directors. In addition,a vote other than the Board of Directors may submitmatters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the form of proxy to vote the shareholders for action atshares represented by the annual meeting.proxies held by them in accordance with applicable law and their judgment on such matters.

Where can I find voting results?

We expect to publish the voting results in a current report on Form 8-K, which we expect to file with the SEC within four business days after the Annual Meeting.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement, including the documents we refer to in this proxy statement. If you have any questions, or need additional materials, please feel free to contact our Corporate Secretary, Eric Alexander, at 800-557-4550.

Proposals to be Presented at the Annual Meeting

We will present four proposals at the meeting. We have described in this proxy statement all of the proposals that we expect will be made at the meeting. If any other proposal is properly presented at the meeting, we will, to the extent permitted by applicable law, use your proxy to vote your shares of common stock on such proposal in our best judgment.

PROPOSALS OF SECURITY HOLDERS AT 2023 ANNUAL MEETING

Pursuant to Rule 14a-8 under the Securities Exchange Act, of 1934, shareholders may present proper proposalsa stockholder proposal submitted for inclusion in the Company’sour proxy statement for considerationthe 2023 annual meeting must be received no later than June 30, 2023. However, pursuant to such rule, if the 2023 annual meeting is held on a date that is before November 16, 2023 or after January 15, 2024, then a stockholder proposal submitted for inclusion in our proxy statement for the 2023 annual meeting must be received by us a reasonable time before we begin to print and mail our proxy statement for the 2023 annual meeting. Such proposal must be submitted on or before the close of business at the 2018our headquarters at 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801, Attention: Secretary.

Stockholders wishing to submit proposals to be presented directly at our next annual meeting of shareholdersstockholders instead of by submitting their proposals to the Company in a timely manner.These proposals must meet the shareholders eligibility and other requirements of the SEC. To be considered for inclusion in next year’s proxy materials, youstatement must submit yourfollow the submission criteria set forth in our bylaws, and applicable law concerning stockholder proposals. To be timely in connection with our next annual meeting, a stockholder proposal concerning director nominations or other business must be received by the Company at its principal executive offices between August 18, 2023 and September 17, 2023; provided, however, if and only if the 2023 annual meeting is not scheduled to be held between November 16, 2023 and February 24, 2024, such stockholder’s notice must be received by the Company at its principal executive offices not earlier than 120 days prior to the date of the 2023 annual meeting and not later than the later of (A) the tenth day following the date of the public announcement of the date of the 2023 annual meeting or (B) the date which is 90 days prior to the date of the 2023 annual meeting.

OTHER MATTERS

Should any other matter or business be brought before the meeting, a vote may be cast pursuant to the accompanying proxy in writingaccordance with the judgment of the proxy holder. The Company does not know of any such other matter or business.

ANNUAL REPORT ON FORM 10-K

Our Annual Report is available online at www.usgold.vote. Upon the written request of a stockholder, the Company will provide, without charge, a copy of its Annual Report, including the financial statements and schedules and documents incorporated by April 2, 2018reference therein but without exhibits thereto, as filed with the SEC. The Company will furnish any exhibit to our Corporate Secretary,the Annual Report to any stockholder upon request and upon payment of a fee equal to the Company’s reasonable expenses in furnishing such exhibit. All requests for the Annual Report or its exhibits should be addressed to Chief Financial Officer, U.S. Gold Corp., 777 Alexander Road, Princeton, NJ 08543.1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 or ir@usgoldcorp.gold.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of July 10, 2017,the Record Date, with respect to the beneficial ownership of the outstanding Common Stock bycommon stock by: (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers, directors and directors;director nominees; and (iii) the Company’s directorsexecutive officers and executive officersdirectors as a group. The percentages of voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as otherwise indicated, each of the shareholdersstockholders listed below has sole voting and investment power over the shares beneficially owned and addresses are c/o U.S. Gold Corp., 777 Alexander Road,1910 East Idaho Street, Suite 100, Princeton, NJ 08540.102-Box 604, Elko, Nevada 89801. For each current director and nominee for director, each executive officer named in the table and our directors and executive officers as a group, percentage of common stock ownership is based on 8,348,136 shares of common stock issued and outstanding as of the Record Date. For each owner of more than 5% of our common stock, the percentage of ownership is as of the Record Date unless otherwise indicated.

* Less than 1%.

⁽¹⁾The number of shares has been adjusted to reflect the reverse 1-for-4 stock split effective May 8, 2017.

⁽²⁾On July 10, 2017 11,029,270 shares of Common Stock and Common Stock equivalents were outstanding.

⁽³⁾Beneficial ownership includes all stock options and restricted units held by a shareholder that are currently exercisable or exercisable within 60 days of July 10, 2017 (which would be September 8, 2017).

PROPOSAL NO. 1

1: ELECTION OF DIRECTORS PROPOSAL

Our Board currently consists of fivesix members. The Nominating and Corporate Governance Committee and Board have unanimously approved the recommended slate of foursix directors. Mr. Moylan is not standing for reelection at this meeting.

The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next Annual Meeting of ShareholdersStockholders and until a successor is named and qualified, or until his earlier resignation or removal. All nominees are members of the present Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the shareholder,stockholder, the accompanying proxy will be voted for the election of the foursix persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.

NOMINEES FOR DIRECTOR

The Nominating and Corporate Governance Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for election or re-election as a member of our Board.

Nominees Biographies

Edward M. KarrLuke Norman has served since December 2017 as the chief executive officer, president and director of Northern Lion Gold Corp., a Canada-based mineral exploration company listed on the TSX Venture Exchange. Since March 2021, he has also served as the chief executive officer and director of Leviathan Gold Ltd., another mineral exploration company listed on the TSX Venture Exchange. Since 2000, Mr. Norman has served as an independent consultant to companies in the metals and mining industry. He has also served since 2016 as the chairman of Silver One Resources and since 2020 as a director of Black Mountain Gold USA Corp., both of which are mineral exploration companies listed on the TSX Venture Exchange. Mr. Norman was among the founding shareholders of Gold King Corp., a private company that combined with our predecessor, Dataram Corporation, in 2016 to form U.S. Gold Corp. Mr. Norman is qualified to serve as Chairman of our Board of Directors because of his expertise in mineral exploration, finance, corporate governance, mergers and acquisitions and corporate leadership.

George Bee has been serving as our director since November 2020, as our President since August 2020 and as our Chief Executive Officer since November 2020. Mr. Bee was appointed Chairman of our Board in March 2021 and served in this role until May 2022. He is a Directorsenior mining industry executive, with deep mine development and operational experience. He has an extensive career advancing world-class gold mining projects in eight countries on three continents for both major and junior mining companies. Currently, he serves as the Company’s President, a position he has held since August 2020, when, pursuant to the terms and conditions of the Merger Agreement, Mr. Karr relinquished his position as President and our Board appointed Mr. Bee as President of the Company, since Juneeffective on the closing of the Merger. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (“Barrick Gold”) (NYSE: GOLD) as Senior VP Frontera District in Chile and Argentina working to advance Pascua Lama feasibility as an underground mine. This capped a 16-year tenure at Barrick Gold, where he served in multiple senior level positions, including Mine Manager at Goldstrike during early development and operations, Operations Manager at Pierina Mine taking Pierina from construction to operations, and General Manager of Veladero developing the project from advanced exploration through permitting, feasibility and into production. Previously, Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, and has been the President and Chief Executive Officer, and a DirectorCEO of USG since April 2016. Mr. Karr became the PresidentAndina Minerals Inc. from February 2009 until January 2013 and Chief ExecutiveOperating Officer for Aurelian Resources, Inc. from 2007 to 2009. As Chief Operating Officer of the Company on May 23, 2017 and remains a memberAurelian Resources in 2007, he was in charge of the board.project development for Fruta del Norte in Ecuador until Aurelian was acquired by Kinross Gold in 2008. Mr. Karr is an international entrepreneur and founder of several investment management companies based in Geneva, Switzerland. In addition, Mr. Karr is a Director of Pershing Gold Corp., an emerging Nevada gold producer, member of the Audit Committee of the Company and a Director and Chair of the Audit Committee of Levon Resources. Mr. Karr previouslyBee has served on the boards of PolarityTE, Inc. (formerly Majesco Entertainment Company) and Spherix Incorporated. Mr. Karr is a board member and past President of the American International Club of Geneva and Chairman of Republican’s Overseas Switzerland. Mr. Karr has more than 25 years of capital markets experience as an executive manager, financial analyst, money manager and investor. In 2004, Futures Magazine named Mr. Karr as one of the world’s Top Traders. He is a frequent contributor to the financial press. Mr. Karr previously worked for Prudential Securities in the United States. Before his entry into the financial services arena, Mr. Karr was affiliated with the United States Antarctic Program and spent thirteen consecutive months working in the Antarctic, receiving the Antarctic Service Medal for winter over contributions of courage, sacrifice and devotion. Mr. Karr studied at Embry-Riddle Aeronautical University, Lansdowne College in London, England and received a B.S. in Economics/Finance with Honours (magna cum laude) from Southern New Hampshire University. Mr. Karr is qualified to serve on our Board because of his global operating and executive management experience; deep knowledge of capital markets; experience in public company accounting, finance, and audit matters as well as his experience in a range of board and committee functions as a member of various boards.

Timothy M. Janke has been serving as a member of the board of directors of USG since April 2016. In addition, he has been serving as the Chief Operating Officer of Pershing Gold Corp. since August 2014. Since November 2010, Mr. Janke has been the president of his own consulting business providing mine operatingStillwater Mining Company, Sandspring Resources Ltd., Jaguar Mining, Peregrine Metals Ltd. and evaluation services to several mining companies. Beginning in July 2012, he provided consulting services at the Relief Canyon Project advising the Company on mine start-up plans and related activities. From June 2010 to August 2014, Mr. Janke served as Vice President and Chief Operating Officer of Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc.Minera IRL. He was General Manager-Projects for Goldcorp Inc. and its predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice President and General Manager of the Marigold Mine from February 2006 to June 2009, and its Manager of Technical Services from September 2004 to January 2006. Since August 2011, Mr. Janke has served as a director for Renaissance Gold. He is a past Director of both the Nevada Mining Association, and Silverado Area Council Boy Scouts. He has a B.S. in Mining Engineering from the Mackay School of Mines. Mr. Janke is qualified to serve on our Board because of his more than 40 years of engineering and operational experience in the mining industry, and broad range of expertise in mining operations throughout the USA, Canada and Australia.

James Dale Davidson has been a member of S.A.C.S. OF Beaverton LLC since 2015, Founding Director of Vamos Holdings since 2012, Director of Solar Avenir since 2016, Founding Director of Telometrix since 2016, and Founding Managing Member of Goldrock Resources, LLC since 2016. Mr. Davidson first became active in the mining business after his forecast of the collapse of the Soviet Union was born out. After several small successes, Davidson teamed with Richard Moores in 1996 to launch Anatolia Minerals with an initial capital of $800,000. At its peak, the company attained a market cap of $3.5 billion. Davidson, a graduate of Oxford University, has had a successful career as a serial entrepreneur. He is the author ofBlood in the Streets: Investment Profits in a World Gone Mad, The Great Reckoning: Protect Yourself in the Coming Depression andThe Sovereign Individual (all with Lord William Rees-Mogg) andBrazil is the New America, The Age of Deception, andThe Breaking Point. Mr. Davidson qualified to serve on our Board because of his experience in mining operations and corporate governance.

John N. Braca is a financial executive and business partner with a strong track record in portfolio management, venture capital fundraising, as well as financial and operational management. He has served as a director and board observer for life science, technology and development companies over the course of his career. Mr. Braca has also served as an active member of both Audit and Compensation Committees for both public and private companies and has led several of the public companies as the Chairman of the Audit Committee. John N. Braca has been a director of Sevion Therapeutics since October 2003. Since April 2013, Mr. Braca has been the President and sole proprietor of JNB Consulting, which provides strategic business development counsel to biotechnology companies. From August 2010 through April 2013, Mr. Braca had been the executive director controller for Iroko Pharmaceuticals, a privately-held global pharmaceutical company based in Philadelphia. From April 2006 through July 2010, Mr. Braca was the managing director of Fountainhead Venture Group, a healthcare information technology venture fund based in the Philadelphia area, and has been working with both investors and developing companies to establish exit and business development opportunities. From May 2005 through March 2006, Mr. Braca was also consultant and advisor to GlaxoSmithKline management in their research operations. From 1997 to April 2005, Mr. Braca was a general partner and director of business investments for S.R. One, Limited, or S.R. One, the venture capital subsidiary of GlaxoSmithKline. In addition, from January 2000 to July 2003, Mr. Braca was a general partner of Euclid SR Partners Corporation, an independent venture capital partnership. Prior to joining S.R. One, Mr. Braca held various finance and operating positions of increasing responsibility within several subsidiaries and business units of GlaxoSmithKline. Mr. Braca is a licensed Certified Public Accountant in the state of Pennsylvania and is affiliated with the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr. Braca received a Bachelor of Science degree from the Camborne School of Mines in AccountingCornwall, United Kingdom. He also holds ICD.D designation from Villanova University and a Masterthe Institute of Business Administration in Marketing from Saint Joseph’s University.Corporate Directors. Mr. BracaBee is qualified to serve on the Board because of his deep industry-knowledge and global experience in senior leadership roles.

Tara Gilfillan has been serving as our director since November 2020. She is a CPA with over 25 years of experience as a financial executive and serial entrepreneur. She is currently the Founder and President of Optimize Group Inc. established November 2017, a mine-to-mill project development engineering company with offices in three continents. As part of the start-up of Optimize Group Inc. she recently held the position of CFO for Red Pine Exploration Inc. (TSX-V: RPX) from February 2018 to November 2019, and Honey Badger Exploration Inc. (TSX-V: TUF) and MacDonald Mines Exploration Ltd. (TSX-V: BMK) from May 2019 to December 2019. Prior to that she co-founded Halyard Inc. a project engineering company where she was the CFO and VP of Corporate Development from December 2013 to June 2017. Ms. Gilfillan has held senior executive positions including CFO and Controller of several mining companies, CFO, and interim CEO of a global engineering consulting company as well as senior executive positions outside of the mining industry. Ms. Gilfillan is a certified Independent Corporate Director, Director (ICD.D) with over 10 year of board experience including being the Chairperson and Chair of the audit committee of two gold junior mining companies, Honey Badger Exploration Inc. and MacDonald Mines Exploration Ltd. from May 2017 until May 2019. In addition, she has held the position of Director of DRA Americas Inc. from November 2009 to June 2013 and several non-profit industry boards. On July 2020 she became a director of Mining Supplier Trade Association. Ms. Gilfillan is experienced in financial turnarounds, acquisitions, valuations, risk reviews, corporate governance, business and tax strategy, project development, international operations, marketing, and financial reporting for privately held & public companies (US & Canada). She gained her CPA while working at PricewaterhouseCoopers and received a Bachelor of Commerce from Queens University, Ontario Canada. Ms. Gilfillan is qualified to serve on the Board because of her financial expertise coupled with her deep knowledge of financialthe mining industry.

Robert W. Schafer, P.GEO, MSC., has been serving as our director since November 2020. He is a registered professional geologist with over 35 years international experience exploring for and operational issues;discovering mineral deposits, four were producing mines including the Briggs (over one million ounces) and Griffon gold mines in the Western United States and Birkachan (over one million ounces) gold mine in far east Russia, and identifying, evaluating and structuring business transactions globally having worked in more than 80 countries. Currently, Mr. Schafer is the Chief Executive Officer of Eagle Mines Management LLC, a globally active private natural resources corporation, which he founded in 2016. Prior to this, from 2004 to 2015, he served as Executive Vice President of Business Development at Hunter Dickinson Services Inc., a diversified, global mining group. Mr. Schafer also previously served as Vice President, Exploration of Kinross Gold Corporation (NYSE: KGC), a senior gold mining company with a diverse portfolio of mines and projects, from 1996 to 2003. Prior to that, he held senior positions at BHP Minerals and Billiton Metals. Mr. Schafer is the 2020 to 2021 president of the Society for Mining, Metallurgy and Exploration (“SME”). He is also past president and board member of the Prospector & Developers Association of Canada (“PDAC”), past president of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), and past president of the Mining and Metallurgical Society of America. He was a member of the board of governors for the U.S. National Mining Hall of Fame and a member of the board of directors of the Canadian Mining Hall of Fame. He is the first person to hold all of these leadership roles in both the U.S. and Canada. Mr. Schafer is also the recipient of the William Lawrence Saunders Gold Medal from AIME, as well as the prestigious Daniel C. Jackling Award and Robert A. Dreyer Award from SME for technical achievements and leadership in the mining industry during his career. He is a fellow of the Society of Economic Geologists, CIM, and SME, and a certified director under Institute of Corporate Directors. Mr. Schafer has served on the board of directors of select mining companies, including his current service on the boards of directors of Amur Minerals Corporation (AIM: AMC), Volcanic Gold Mines Inc. (TSX-V: VG) and Trillium Gold Mines Inc. (TSX-V: TGM). His prior board service includes, Lincoln Mining (TSX-V: LMG), Orex Minerals (TSX -V: REX), Orosur Minerals (TSX: OMI), and Cardinal Resources (ASX and TSX: CDV). Robert earned a BS and MS in Geology at Miami University (Ohio) as well as an MS in Mineral Economics and completed studies and research toward a PhD in Geology at the University of Arizona. He also completed the Executive Business Management program at Stanford. Mr. Schafer is qualified to serve on the Board because of his exceptional industry knowledge and experience as well as his extensive experience serving on boards of directors.

Michael Waldkirch has been serving as our director since January 2021. Mr. Waldkirch is a Chartered Professional Accountant in operationalthe U.S. and executive management,Canada since 1998 and was the Chief Financial Officer of Gold Standard Ventures Corp. (TSX: GSV) (NYSE American: GSV) in Vancouver, British Columbia, Canada. He has also held the position of Senior Partner with the public accounting firm Michael Waldkirch and Company Inc., Chartered Professional Accountants, in Vancouver, B.C. since 1999. From 1997 to 2011, he held the position of principal with JBH Professional Services Inc., a business consulting firm located in Richmond, B.C. Mr. Waldkirch holds a Bachelor of Arts in Economics from the University of British Columbia. Mr. Waldkirch is qualified to serve on the Board because of his financial expertise coupled with his deep governance acumen, and strong knowledge of early stagethe mining industry.

The Honorable Ryan K. Zinke has been serving as our director since April 2019. He was elected as a Montana State Senator and later twice elected as Montana’s sole member of the US House of Representatives. He served on the House Armed Services and Natural Resources committees. In 2016, Congressman Zinke was nominated by President Donald J. Trump and later confirmed by the US Senate to serve as the 52nd US Secretary of the Interior. As Secretary, he was a champion of restoring the voice of state and local communities in land and wildlife management decisions, established and protected wildlife corridors, budgeted for the largest investment in our Nation’s history for National Parks, increased public access for recreation and traditional use, and was the principle architect of the American Energy “Dominance” policy. After 31 years of public service, President Trump accepted his resignation in 2019. He has also served on the boards of directors of Continental Divide International, LCC Director and Double Tap, LLC. The Honorable Ryan K. Zinke is the author of American Commander and serves on numerous boards. He holds an MBA in Finance, an MS in Global Leadership, and a BS in Geology. Mr. Zinke is qualified to serve on the Board because of his extensive knowledge of governmental regulations as well as his proven track record of exceptional leadership and public companies.service.

Unless authority to vote for the nominees named above is withheld, the shares represented by the enclosed proxy will be voted FOR the election of such nominees as directors. In the event that any of the nominees shall become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in such nominee’s place. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.

Board Diversity Matrix (as of October 25, 2022)

Total Number of Directors: 6

Family Relationships

There are no family relationships among our executive officers and directors.

Involvement in Certain Legal Proceedings

DuringThere have been no material legal proceedings that would require disclosure under the past ten years, nonefederal securities laws that are material to an evaluation of the ability or integrity of our directors or executive officers, promoters, control persons, or nomineesin which any director, officer, nominee or principal stockholder, or any affiliate thereof, is a party adverse to us or has been:a material interest adverse to us.

Vote Required

The nominees for director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

THE BOARD RECOMMENDS A VOTE FOR“FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.DIRECTORS.

CORPORATE GOVERNANCE

General

Information aboutWe are committed to maintaining strong corporate governance practices that benefit the long-term interests of our stockholders by providing for effective oversight and management of our Company. Our governance policies, including our Corporate Governance Principles, Code of Ethics, and committee charters can be found on our website at www.usgoldcorp.gold by following the link to “Investors” and then to “Governance” and then to “Governance Documents.”

The Nominating and Governance Committee regularly reviews our Corporate Governance Principles, Code of Ethics, and committee charters to ensure that they take into account our developments, changes in regulations and listing requirements, and the continuing evolution of best practices in the area of corporate governance.

The Board conducts an annual self-evaluation in order to assess whether the directors, the committees, and the Board are functioning effectively.

Code of DirectorsEthics and CommitteesBusiness Conduct and Whistleblower Policy

Corporate GovernanceOur Code of Ethics and Business Conduct (the “Code”), which was amended and restated as of November 2020, applies to our employees, directors, officers, contractors, consultants, and persons performing similar functions. This includes our President and Chief Executive Officer and our Chief Financial Officer. We require that they avoid conflicts of interest, comply with applicable laws, protect our assets, and conduct business in an ethical and responsible manner and in accordance with the Code. The Code prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts, or any other practice of unfair dealing or improper use of information. The Code requires employees to comply with all applicable laws, rules, and regulations wherever in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions. Our Code was initially amended and restated in 2014 (and subsequently amended and restated in 2015, 2017, 2018 and 2020) to better reflect our expanding global operations and diverse employee base, enhance its clarity and general readability, and to make other stylistic changes to more closely align the Code with our overall brand. If we make substantive amendments to the Code, or grant any waiver, including any implicit waiver, from a provision of the Code to our President and Chief Executive Officer and Chief Financial Officer, and any of our other officers, financial professionals, and persons performing similar functions, we will disclose the nature of such amendment or waiver on our website (www.usgoldcorp.gold) or in a report filed with the SEC on Form 8-K.

We also have adopted a Whistleblower Policy in November 2020, providing a platform to receive, retain and retreat concerns and complaints about accounting, internal accounting controls, auditing matters, fraud, any violation of law, or rules or regulations or our Code, free of any retaliation or harassment. The Whistleblower Policy can be found on our website at www.usgoldcorp.gold by following the link to “Investors.” We intend to disclose any amendments to, or waivers from, our Whistleblower Policy at the same website address provided above.

Board Composition

Our Articles of Incorporation, as amended (the “Charter”), and our Second Amended and Restated Bylaws (“Bylaws”) provide that our Board will consist of no more than fifteen (15) and no less than three (3) members, such number of directors to be determined from time to time pursuant to a resolution adopted by a majority of the total number of authorized directors. Vacancies or newly created directorships resulting from an increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Independence of Directors

Our Board is currently comprised of fivesix members, threefour of whom are independent directors. Messrs. KarrAssuming the Company’s Director Nominees are elected at the Annual Meeting, the Board will be comprised of six members, four of whom will be independent directors. If elected at the Annual Meeting, Mr. Bee and Moylan areMr. Norman will not be independent directors.

The Board, upon recommendation of the Nominating and Corporate Governance Committee, unanimously determined that each of our three non-employee directorsMessrs. Zinke, Schafer and Waldkirch and Ms. Gilfillan is “independent,” as such term is defined in the Nasdaq Stock Market Rules (“Stock Market Rules”).

The definition of “independent director” included in the Stock Market Rules includes a series of objective tests, such as that the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s Corporate Governance Principles, the Board’s determination of independence is made in accordance with the Stock Market Rules, as the Board has not adopted supplemental independence standards. As required by the Stock Market Rules, the Board also has made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that hasdoes not have a relationship that, in the opinion of the Board, would interfere with the Company),exercising independent judgment in carrying out such director’s responsibilities, even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” included in the Stock Market Rules.

In determining that each individual who served as a member of the Board is independent, the Board considered (i) relationships and transactions involving directors or their affiliates or immediate family members that inwould be required to be disclosed as related party transactions and (ii) other relationships and transactions involving directors or their affiliates or immediate family members that did not rise to the ordinary courselevel of business, transactions may occur between the Company and entities withrequiring such disclosure, of which some of our directors are affiliated. The Board unanimously determined that the relationships discussed belowthere were not material. No unusual discounts or terms were extended.none.

Board Leadership Structure

The Board believes that the Company’s shareholdersstockholders are best served if the Board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. Accordingly, the Company’s Corporate Governance Principles provide that the Board may combine or separate the roles of the CEOChief Executive Officer and chairman,Chairman, as it deems advisable and in the best interests of the Company and its shareholders.stockholders.

The independent directors have concluded that the most effective leadership structure for the Companyus at the present time is for Mr. KarrBee to serve as both our CEOChief Executive Officer and Mr. Norman as Chairman. The Board made this determination in light of Mr. Karr’sBee and Mr. Norman’s experience, with the Company, which allow himthem to bring to the Board a broad and uniquely well-informed perspective on the Company’s business, as well as insight into the trends and opportunities that can affect the Company’s future. In adopting the structure, the Board also concluded that the strong independent membership of the Board and its standing committees ensures robust and effective communication between the directors and members of management, and that the overall leadership structure is effective in providing the Board with a well-informed and current view of the Company’sour business that enhances its ability to address strategic considerations, as well as focus on the opportunities and risks that are of greatest importance to the Companyus and its shareholders.our stockholders. The Board believes this structure has served the Companyus well since July 2017. May 2022.

Under our Corporate Governance Principles, the Board has the flexibility to modify or continue the leadership structure, as it deems appropriate. Until July 2017, the Board separated the roles of Chairman and CEO. As part of its ongoing evaluation of the most effective leadership structure for the Company,us, in July 2017,May 2022, the independent directors decided to combineseparate the roles of CEOChief Executive Officer and Chairman. Mr. Norman has served as Chairman and also appoint a lead director. The independent directors believe that having a lead director enhances the Board’s independent oversight of management by further providing for strong independent leadership; independent discussion among directors; and independent evaluation of, and communication with, senior management of the Company.Board since May 2022 and Mr. Braca currently servesBee has served as lead director, and hasour Chief Executive Officer since July 2017. The independent directors unanimously approved Mr. Braca to be lead director based on his experience knowledge of governance practices, strategic considerations, and the Company’s business interests.November 2020.

Specific duties of the lead director include:

Director Attendance at Board, Committee, and Other Meetings

Directors are expected to attend Board meetings and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. The Board does not have a policy on director attendance at the Company’sour annual meeting. Each member of the Board that was a director at the time attended the annual meeting of stockholders in 2021.

The

Excluding Luke Norman, the non-management directors (who also constitute all of the independent directors) meet in executive sessions in connection with regularly scheduled Board meetings and at such other times as the non-management directors deem appropriate. In 2016, these sessions were led by the lead director.

In 2016,During the fiscal year ended April 30, 2022, the Board held eleven5 regular and special meetings, the non-management directors held four regular and special executive sessions, the Audit Committee held four4 regular and special meetings, the Compensation Committee held two2 regular and special meetings, and the Nominating and Corporate Governance Committee held two1 regular andmeeting. The Technical Committee did not hold any regular or special meetings.meetings during the fiscal year ended April 30, 2022. Each director attended 90% or moreat least 80% of the regular and specialtotal number of meetings of the Board and of the committees on which he or she served that were held during his or her term of office. Each of the non-management (and independent) directors attended 90% or more of the regular and special executive sessions that were held during his or her term of office.

Board of Directors Role in Risk Oversight

The Company’sOur Board plays an active role in our risk oversight, of the Company.including with respect to risks related to cybersecurity. The Board does not have a formal risk management committee but administers this oversight function through various standing committees of the Board, which are described below. The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to the Company’sour accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of the Company’sour Code of Ethics.Ethics and Business Conduct (the “Code of Ethics” or the “Code”). The Compensation Committee oversees risks arising from the Company’sour compensation policies and programs. ThisThe Compensation Committee has responsibility for evaluating and approving theour executive compensation and benefit plans, policies and programs of the Company.programs. The Nominating Committee oversees corporate governance risks and oversees and advises the Board with respect to the Company’sour policies and practices regarding significant issues of corporate responsibility.

The Board of Directors has a process for shareholders to communicate with directors. Shareholders should write to the President at the Company’s mailing address and specifically request that a copy of the letter be distributed to a particular Board member or to all Board members. Where no such specific request is made, the letter will be distributed to Board members if material, in the judgment of the President, to matters on the Board’s agenda.

Committees of the Board

Our Board has threefour standing committees: (1) Audit (the “Audit Committee”), (2) Compensation and(the “Compensation Committee”), (3) Nominating and Corporate Governance.Governance (the “Nomination and Governance Committee”) and (4) Technical (the “Technical Committee”). Each of the committees is solely comprised of and chaired by independent directors, each of whom the Board has affirmatively determined is independent pursuant to the Stock Market Rules.Rules (as defined below). Each of the committees operates pursuant to its charter. The committee Charterscharters are reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. The charters for the three committees are available on the Company’sour website atwww.usgoldcorp.goldby following the link to “Investor Relations”“Investors” and then to “Corporate Governance.”

Audit Committee

The Audit Committee, among other things, is responsible for:

The Audi CommitteeBoard has reviewedadopted a written charter setting forth the authority and discussed the Company’s audited financial statements for the year ended April 30, 2016 with managementresponsibilities of the Company and has discussed with Marcum LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

Audit Committee. The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the Nasdaq’s Stock Market Rules.Rules (the “Stock Market Rules”). The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that John Braca meetsTara Gilfillan and Michael Waldkirch meet the qualifications of an Audit Committee financial expert. The Company’sexpert as defined by the rules of the SEC. Our Audit Committee currently consists of the following members: John Braca, Timothy JankeTara Gilfillan, Michael Waldkirch and James Davidson. Mr. BracaRobert W. Schafer. Ms. Gilfillan serves as Chairman of the Audit Committee. The Audit Committee is in compliance with Stock Market Rule 5605(2)(A).

Compensation Committee

The Compensation Committee was formed in October 2014. Among other things, it is responsible for:

The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Company’sOur Compensation Committee currently consists of the following members: John Braca, Timothy JankeRobert W. Schafer, Michael Waldkirch and James Davidson.Tara Gilfillan. Mr. DavidsonSchafer serves as Chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation committee members under SEC rules and the Stock Market Rules. Pursuant to its charter, the Compensation Committee has the authority to delegate its responsibilities to subcommittees if the Compensation Committee determines such delegation would be in the best interest of the Company. In reviewing the compensation of our executive officers other than our Chief Executive Officer, we consider the input of our Chief Executive Officer.

The Company paid Bedford Resources Inc. (“Bedford Resources”) $15,576 to perform a compensation analysis as it relates to the Company’s directors and executive officers, during the fiscal year ended April 30, 2022. Bedford Resources was engaged by our Chief Executive Officer and the Compensation Committee and was asked to address the following: (1) develop a compensation peer group for the Company that reflects its profile, stage of development and headquarters location, (2) based upon the approved peer group, benchmark the following: (a) executive management cash compensation, including base salary, annual bonus and short-term incentive plan eligibility, (b) executive management long-term incentive plan awards and total compensation, (c) executive management long-term incentive plan composition breakdown (options, restricted stock units, performance stock units) and (d) director compensation, and (3) to work with the Company’s management and Board to develop a short-term incentive plan scorecard.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, among other things, is responsible for:

The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee. The Company’s Nominating and CorporateGovernance Committee. Our Nominating and Governance Committee currently consists of the following members: John Braca, Timothy JankeRobert W. Schafer, Michael Waldkirch and James Davidson.Tara Gilfillan. Mr. DavidsonSchafer serves as Chairman of the Nominating and Corporate Governance Committee.

Technical Committee

The Technical Committee, among other things, is responsible for:

The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Technical Committee. Our Technical Committee currently consists of the following members: George Bee, Ryan K. Zinke, Robert W. Schafer and Tara Gilfillan. Mr. Zinke serves as the Chairman of the Technical Committee.

Consideration of Director Nominees

As specified in our Corporate Governance Principles, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Companyus and itsour success. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria reflected in the Corporate Governance Principles. The Nominating and Corporate Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company,us, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent shareholderstockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. We did not pay fees to any third party to assist in the process of identifying or evaluating director candidates for the fiscal year ended April 30, 2022.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders,stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management, of the Company, or third parties. Our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Annual Meeting. To recommend a nominee for election to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary at the address appearing on the first page of this proxy statement. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received by us prior to the date set forth under “Submission of Future Stockholder Proposals” included herein. A stockholder’s recommendation must be accompanied by the information with respect to stockholder nominees that is specified in our Bylaws, including among other things, the name, age and address of the recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made.

Corporate Governance MattersReport of the Audit Committee

We are committed to maintaining strong corporate governance practices that benefitOur Audit Committee reviewed the long-term interests of our shareholders by providingCompany’s audited financial statements for effective oversight and managementthe year ended April 30, 2022. The following is the report of the Company. Our governance policies, including our Corporate Governance Principles, CodeAudit Committee with respect to the Company’s audited financial statements for the year ended April 30, 2022, which includes the consolidated balance sheets of Conduct,the Company as of April 30, 2022 and Committee Charters canApril 30, 2021, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended April 30, 2022, and the notes thereto. The information contained in this report shall not be found on our website atwww.usgoldcorp.golddeemed to be “soliciting material” or to be “filed with the SEC” or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by followingreference into any future filing under the linkSecurities Act of 1933, as amended, or the Exchange Act except to “Investors”the extent that the Company specifically incorporates it by reference into such filing.

Reviews and then to “Governance.”Discussions with Management

The NominatingAudit Committee has reviewed and Corporate Governance Committee regularly reviews our Corporate Governance Principles, Code of Conduct,discussed the Company’s audited financial statements with management.

Review and Committee Charters to ensure that they take into account developments at the Company, changes in regulations and listing requirements, and the continuing evolution of best practices in the area of corporate governance.Discussions with Independent Registered Public Accounting Firm

The Board conducts an annual self-evaluation in orderAudit Committee has discussed with its independent auditor the matters required to assess whetherbe discussed by the directors,applicable requirements of the committees,Public Company Accounting Oversight Board and the Board are functioning effectively.SEC.

CodeThe Audit Committee has also received written disclosures and the letter from the independent auditor required by applicable requirements of Conductthe Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor its independence from the Company. The Audit Committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with the independent auditor.

Our CodeBased on the review and discussions referred to above, the Audit Committee approved the inclusion of Conduct (the “Code”), which was amended and restated as of December 3, 2015, applies to the Company’s employees, directors, officers, contractors, consultants, and persons performing similar functions (“Covered Persons”). This includes our CEO and Chairman, our CFO, and our controller/treasurer. We require that they avoid conflicts of interest, comply with applicable laws, protect Company assets, and conduct business in an ethical and responsible manner and in accordance with the Code. The Code prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts, or any other practice of unfair dealing or improper use of information. The Code requires employees to comply with all applicable laws, rules, and regulations whereveraudited financial statements in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions. Our Code was initially amended and restated in 2014 (and subsequently amended and restated in 2015) to better reflect our expanding global operations and diverse employee base, enhance its clarity and general readability, and to make other stylistic changes to more closely align the Code with our overall brand. Our Code is publicly available and can be found on our website atwww.usgoldcorp.gold by following the link to “Investors” and then to “Governance.”Company’s Annual Report.

If we make substantive amendments to the Code, or grant any waiver, including any implicit waiver, from a provision of the Code to our CEO and Chairman, CFO, controller/treasurer, and any of our other officers, financial professionals, and persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report filed with the SEC on Form 8-K.

Communications with the Board of Directors

ShareholdersStockholders and other parties may communicate directly with the Board of Directors or the relevant board member by addressing communications to:

U.S. Gold Corp.

c/o Corporate Secretary

777 Alexander Road1910 E. Idaho Street, Suite 102-Box 604,

Princeton, NJ 08543Elko, Nevada 89801

All shareholderstockholder correspondence will be compiled by our corporate secretary and forwarded as appropriate. Stockholders should specifically request that a copy of the letter be distributed to a particular Board member or to all Board members. Where no such specific request is made, the letter will be distributed to Board members if material, in the judgment of the corporate secretary, to matters on the Board’s agenda.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’sour directors, executive officers, and shareholdersstockholders who own more than 10% of the Company’sour stock to file forms with the SEC to report their ownership of the Company’sour stock and any changes in ownership. The Company assists itsWe assist our directors and executivesexecutive officers by identifying reportable transactions of which it is aware and preparing and filing thetheir forms on their behalf. All persons required to file forms with the SEC must also send copies of the forms to the Company.us. We have reviewed all forms provided to us. Based on that review and on written information given to ususe by our executive officers and directors, we believe that all Section 16(a) filings during the past fiscal year were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements during the past fiscal year.year except for one late filing involving Kevin Francis, our Vice President - Exploration and Technical Services.

EXECUTIVE OFFICERSDIRECTOR COMPENSATION

The Compensation Committee periodically evaluates the compensation of directors and recommends compensation changes to the Board as appropriate. We currently pay members of our Board $6,000 per quarter in cash and compensate the Board through the issuance of restricted stock units. Until November 9, 2021, we also compensated our Board through the issuance of stock option awards and restricted stock. Our Audit Committee chair receives $2,500 per quarter in cash and all other committee chairs receive $2,000 per quarter in cash. These arrangements compensate our directors for their Board responsibilities while aligning their interests with the long-term interests of our stockholders. Directors who are employees of the Company receive no additional cash compensation or equity compensation for serving on the Board.

While the Company does not require directors and officers to own a specific minimum number of shares of the Company’s common stock, the Company believes that each director and corporate officer should have a substantial personal investment in the Company. Under the Company’s Policy on Insider Information and Insider Trading, which applies to the Company’s directors, it is improper for directors to engage in short-term or speculative transactions in the Company’s securities.

The following table sets forth information concerning director compensation during the fiscal year ended April 30, 2022 paid or provided to each of our non-employee directors who served in such capacity at any time during the most recent fiscal year. Other than as set forth in the table, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

⁽²⁾All relatedAudit-related fees: in 2017 $57,000 was paid to Marcum LLP for mergerFor assurance and related services primarily associated withthat were reasonably related to the performance of the audit or review of financial statements and not reported under “Audit Fees”.

⁽³⁾ Tax Fees: Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

⁽⁴⁾ Other Fees: Consist of fees for product and services other than the merger documentsservices reported above.

Audit Committee Pre-approval Policies and related filings.Procedures

Our Audit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, its compliance with legal and regulatory requirements and the quality of its internal and external audit processes. The role and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors, which is available on our website at www.usgoldcorp.gold. The Audit Committee is responsible for selecting, retaining and determining the compensation of our independent public accountant, approving the services they will perform, and reviewing the performance of the independent public accountant. The Audit Committee reviews with management and our independent public accountant our annual financial statements on Form 10-K and our quarterly financial statements on Forms 10-Q. The Audit Committee reviews and reassesses the charter annually and recommends any changes to the Board of Directors for approval. The Audit Committee is responsible for overseeing our overall financial reporting process. In fulfilling its responsibilities for the financial statements for fiscal year 2022, the Audit Committee took the following actions:

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval ofapproved all audit and permissible non-audit services that our independent accountant provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all ofto us in the services provided by our principal accountants.past two fiscal years.

No Appraisal Rights

Under the Nevada Revised Statutes, our shareholdersstockholders are not entitled to appraisal rights with respect to our proposed ratification of the appointment of Marcum as our independent public accountant, and we will not independently provide our shareholdersstockholders with any such rights.

Vote Required

The affirmative vote of a majority of the votes cast for or against this proposal is required to ratify the appointment of the Company’s independent public accountant. Abstentions will not be counted towardsas either a vote cast for or against this proposal. Broker non-votes are not applicable to the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms haveAuditor Ratification Proposal because your broker has discretionary authority to vote customers’ unvotedyour shares held by the firms in street name on thiswith respect to such proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our shareholdersstockholders to appoint the Company’s independent accountant. However, if our shareholdersstockholders do not ratify the appointment of Marcum LLP as the Company’s independent public accountant for the fiscal year ending April 30, 2018,2023, the Audit Committee of the Board may reconsider its appointment.

THE BOARD RECOMMENDS A VOTE FOR“FOR” THE AUDITOR RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS INDEPENDENT PUBLIC ACCOUNTANT, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.PROPOSAL.

PROPOSAL NO. 33: SAY-ON-PAY PROPOSAL

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

TheSection 14A of the Securities Exchange Act of 1934, as amended (which was put in place by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the Company’s shareholdersstockholders to have the opportunity to cast a non-binding advisory vote regarding the approval of the compensation disclosed in this Proxy Statement of the Company’s executive officers who are named in the Summary Compensation Table (the “Named Executive Officers”). The Company has disclosed the compensation of the Named Executive Officers pursuant to rules adopted by the SEC.

We believe that our compensation policies for the Named Executive Officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company’s shareholders.stockholders. This advisory shareholdersstockholders’ vote, commonly referred to as a “say-on-pay vote,” gives you as a shareholderstockholder the opportunity to approve or not approve the compensation of the Named Executive Officers that is disclosed in this Proxy Statement by voting for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the shareholdersstockholders of the Company approve all of the compensation of the Company’s executive officers who are named in the Summary Compensation Table of the Company’s 20172022 Proxy Statement, as such compensation is disclosed in the Company’s 20172022 Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative disclosures.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. However, the Company’s Compensation Committee will take into account the outcome of the shareholderstockholder vote on this proposal at the Annual Meeting when considering future executive compensation arrangements. In addition, your non-binding advisory votes described in this Proposal 3 will not be construed: (1) as overruling any decision by the Board, of Directors, any board committee or the Company relating to the compensation of the Named Executive Officers,Officers; or (2) as creating or changing any fiduciary duties or other duties on the part of the Board, of Directors, any board committee or the Company. It is anticipated that the next advisory vote to approve executive compensation will be presented at our annual meeting of stockholders held in 2025 and that the next advisory vote to determine the frequency of future advisory votes on executive compensation will be presented at our annual meeting of stockholders in 2025.

Vote Required

The advisoryaffirmative vote of a majority of the votes cast for this proposal is required to approve, on a non-binding basis the compensation of our executive officers will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.officers. Abstentions and broker non-votes will not be counted as either votes cast for or against this proposal. While the results of this advisory vote are non-binding, the Compensation Committee of the Board and the Board values the opinions of our shareholdersstockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for executive officersofficers.

THE BOARD RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTE FOR“FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTED OFFICER, AS STATED IN THE ABOVE NON-BINDING RESOLUTION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.SAY-ON-PAY PROPOSAL.

PROPOSAL NO. 44: PLAN AMENDMENT AND RESTATEMENT PROPOSAL

APPROVAL OF THE COMPANY’S 2017 EQUITY INCENTIVE PLANBackground and Purpose

DescriptionThe Board is seeking the approval of Our 2017 Equity Incentiveour stockholders of an amendment and restatement of the U.S. Gold Corp. 2020 Stock Plan, which amendment and restatement was adopted by the Board on October 25, 2022, subject to stockholder approval (the “Amended and Restated 2020 Stock Plan”). The 2020 Stock Plan was originally approved by the Board on August 6, 2019 and became effective upon its approval by our stockholders on September 18, 2019 (the “Effective Date”). The 2020 Stock Plan was subsequently amended on August 31, 2020 to increase the number of shares available under the 2020 Stock Plan, and that amendment was approved by the stockholders at our 2020 Annual Meeting (the “2020 Amendment”).

Under the 2020 Stock Plan, we originally reserved a total of 3,307,104 shares of the Company’s common stock, plus shares of our common stock covered by Prior Plan Awards (defined below), for issuance as awards to key employees, officers, consultants, independent contractors, and non-employee directors of the Company and its affiliates. On June 1, 2017,March 17, 2020, the Board adoptedCompany effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock such that, after giving effect to the reverse stock split and other adjustments, there were 330,710 shares of the Company’s common stock, plus shares covered by Prior Plan Awards, reserved for issuance under the 2020 Stock Plan. The 2020 Amendment increased the number of shares of our common stock available for issuance pursuant to awards under the 2020 Stock Plan by 836,385 shares, to a total of 1,167,095 shares of our common stock, plus any shares covered by Prior Plan Awards. As of October 25, 2022, and after giving effect to both the stock split and 2020 Amendment, there were 577,633 shares remaining available for future issuance of awards under the 2020 Stock Plan. “Prior Plan Awards” means awards granted under the U.S. Gold Corp. 2017 Equity Incentive Plan (the “2017“Prior Stock Plan”), that are not purchased by the participant, are forfeited or are reacquired by the Company, or otherwise not delivered to the participant due to termination or cancellation of such award after the Effective Date.

We believe that operation of the 2020 Stock Plan is a necessary and powerful tool in enabling us to attract and retain the services of key employees, officers, consultants, independent contractors, and non-employee directors of the Company and its affiliates. The 2020 Stock Plan is expected to provide flexibility to our compensation methods in order to adapt the compensation of such individuals to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws. We have strived to use our 2020 Stock Plan resources effectively and to maintain an omnibus equity incentive planappropriate balance between stockholder interests and the ability to recruit and retain valuable employees, officers, consultants, independent contractors, and non-employee directors of the Company and its affiliates. However, we believe there is an insufficient number of shares remaining under our 2020 Stock Plan to meet our current and projected needs. Accordingly, it is the judgment of the Board that adopting the Amended and Restated 2020 Stock Plan is in the best interest of the Company and its stockholders. We believe that the Amended and Restated 2020 Stock Plan, which increases the number of shares of common stock available for issuance pursuant to whichawards under the Company may2020 Stock Plan, reflects best practices in our industry and is appropriate to permit the grant cash and equity-linkedof equity awards to certain officers, directors, consultants and others. The Board recommends adoption of the 2017 Plan as a means to offer incentives and attract, motivate and retain and reward persons eligible to participateat expected levels in the 2017 Plan. Accordingly the Board unanimously approved and adopted the 2017 Plan.future.

Set forthA copy of the Amended and Restated 2020 Stock Plan is included as Appendix A to this proxy statement. Described below is a summary of certain key provisions of the 2017Amended and Restated 2020 Stock Plan, which is qualified in its entirety by reference to the full text of the 2017 Plan, a copy of which is included asAppendix A to this proxy statement.Amended and Restated 2020 Stock Plan.

Shares AvailableSummary of the Proposed Changes in the Amended and Restated 2020 Stock Plan

The 2017Board adopted the Amended and Restated 2020 Stock Plan authorizes issuance of 1,650,000 shares of the Company’s Common Stock (the “Share Limit”) which represents  approximately 15% of the Company’s issued and outstanding Common Stock on a fully diluted basis.

As of the Record Date, 18,111, adjusted for reverse stock splits, shares of Common Stock were issued under the previously adopted 2014 Plan.

“Evergreen”

PursuantOctober 25, 2022, subject to the terms of the 2017, on January 1^st of each year (the “Calculation Date”), the aggregate number of shares of Common Stock available for issuance under the 2017 Plan will automatically be increased by such number of shares as is equalstockholder approval, primarily to the number of shares sufficient to cause the Share Limit to equal twenty percent (15%) of the issued and outstanding Common Stock of the Corporation at such time;provided, however, that if on any Calculation Date the number of shares equal twenty percent (15%) of the Company’s total issued and outstanding Common Stock is less thanincrease the number of shares of Common Stockour common stock available for issuance pursuant to awards under the 20172020 Stock Plan no change will be madeby 1,252,476 shares, to a total of 2,419,571 shares of our common stock, plus any shares covered by Prior Plan Awards. The Amended and Restated 2020 Stock Plan also makes certain additional changes designed to provide increased flexibility to the aggregate number of shares of Common Stock issuable under the 2017 Plan for that year (suchCompany and to participants, as well as other changes that the aggregate number of shares of Common Stock available for issuance under the Plan will never decrease).Board deemed necessary or desirable based on applicable legal and accounting rules.

AdministrationKey Features of the Amended and Restated 2020 Stock Plan

The 2017following features of the Amended and Restated 2020 Stock Plan reflect certain equity incentive plan “best practices” intended to protect the interests of our stockholders:

Description of the Amended and Restated 2020 Stock Incentive Plan

Purpose. The purpose of the Amended and Restated 2020 Stock Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining key employees, officers, consultants, independent contractors, and non-employee directors capable of assuring the future success of the Company; to provide such persons with opportunities for stock ownership in the Company; and to offer such persons incentives to put forth their maximum effort for the success of the Company’s business.

Effective Date and Expiration. The 2020 Stock Plan was originally adopted by the Board on August 6, 2019 and became effective upon stockholder approval of the 2020 Stock Plan on the Effective Date. The Amended and Restated 2020 Stock Plan was adopted by the Board on October 25, 2022 and will become effective upon stockholder approval of the Amended and Restated 2020 Stock Plan at the 2022 Annual Meeting. If so approved, the Amended and Restated 2020 Stock Plan will continue in effect for a term of ten years measured from the Effective Date (September 18, 2019), unless earlier terminated by the Board.

Administration. The Amended and Restated 2020 Stock Plan will be administered by the Board or by one or more committeesCompensation Committee of directors appointed by the Board, or anothersuch other committee (within its delegated authority)designated by it to administer all or certain aspectsthe Amended and Restated 2020 Stock Plan (the “Committee”), which will have full power and authority to determine when and to whom awards will be granted as well as the type, amount, and other terms and conditions of each award, consistent with the provisions of the 2017Amended and Restated 2020 Stock Plan. Subject to the provisions of the Amended and Restated 2020 Stock Plan, (the “Administrator”). Anythe Committee may amend the terms of, or accelerate the exercisability of, an outstanding award. The Committee will have authority to interpret and administer the Amended and Restated 2020 Stock Plan and any instrument or agreement relating to the Amended and Restated 2020 Stock Plan, including, without limitation, award agreements, and to establish, amend, suspend, or waive rules and regulations and appoint such committeeagents as deemed necessary or desirable for the administration of the Amended and Restated 2020 Stock Plan. Unless otherwise expressly provided in the Amended and Restated 2020 Stock Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Amended and Restated 2020 Stock Plan, any award, and any award agreement shall be comprised solelywithin the sole discretion of one or more directors or such number of directors asthe Committee, may be required under applicable law. Any committee delegated administrative authoritymade at any time, and shall be final, conclusive, and binding upon all persons. The Committee may delegate certain of its powers under the 2017Amended and Restated 2020 Stock Plan may further delegate its authority under the 2017 Plan to another committee of directors, and any such delegate shall be deemed to be an Administrator of the 2017 Plan. The Administrator comprised solely of directors may also delegate, to the extent permitted by Section 78.200 of the Nevada Revised Statutes and any other applicable law, to one or more officers of the Company, its powersprovided that such delegated officers will not be permitted to grant awards to any members of the Board of Directors or executive officers who are subject to Section 16 of the Exchange Act.

Eligibility. Any employee, officer, consultant, independent contractor, or non-employee director providing services to the Company or an affiliate, or any person to whom an offer of employment or engagement has been made, whose judgment, initiative, and efforts contributed to or may be expected to contribute to the successful performance of the Company, is eligible to receive an award under the 2017Amended and Restated 2020 Stock Plan, (a)provided that any awards granted to Eligible Persons (as defined below)a prospective employee, officer, consultant, independent contractor, or non-employee director shall not be effective unless and until such individual commences employment with or service to the Company or an affiliate. As of October 25, 2022, there were approximately four employees and officers, eight consultants and independent contractors, and five non-employee directors who will receive grants ofwould be eligible for awards under the 2017Amended and Restated 2020 Stock Plan.

Shares Available for Awards. The aggregate number of shares that may be issued under all stock-based awards made under the Amended and Restated 2020 Stock Plan will be (on a post-split basis and (b)subject to determinecertain adjustments): the sum of (i) 2,419,571shares and (ii) any shares subject to any outstanding Prior Plan Awards that, after the Effective Date, are not purchased, are forfeited or are reacquired by the Company, or otherwise not delivered to the participant due to termination or cancellation of such award. In general, if an award entitles a participant to receive or purchase shares, the number of shares covered by such award will be counted on the date of grant against the aggregate number of shares available under the Amended and Restated 2020 Stock Plan. If, after the Effective Date, awards under the Prior Stock Plan expire or otherwise terminate without being exercised, the shares of common stock not acquired pursuant to such awards will become available for issuance under the Amended and Restated 2020 Stock Plan in accordance with its share counting provisions. However, under such share counting provisions, the following shares will not again be available for issuance under the Amended and Restated 2020 Stock Plan: (i) shares unissued due to a “net exercise” of a stock option; (ii) any shares withheld or shares tendered to satisfy tax withholding obligations under any award; (iii) shares covered by a stock-settled stock appreciation right that are not issued upon exercise; and (iv) shares repurchased using stock option exercise proceeds.

Type of Awards and Terms and Conditions. The Amended and Restated 2020 Stock Plan provides that the Committee may grant awards to eligible participants in any of the following forms, subject to such terms, conditions, and provisions as the Committee may determine to be necessary or desirable:

● stock options, including both incentive stock options (“ISOs”) and non-qualified stock options (together with ISOs, referred to herein as “options”);

● stock appreciation rights (“SARs”);

● restricted stock;

●restricted stock units;

● dividend equivalents; and

● other stock-based awards.

Exercise Price. The exercise price per share of an option will in no event be less than 100% of the fair market value per share of our common stock underlying the award on the date of grant, unless such option is granted in substitution for an option previously granted by a merged or acquired entity. The Committee has the discretion to determine the exercise price and other terms applicable to SARs, except that the exercise price will in no event be less than 100% of the fair market value per share of our common stock underlying the award on the date of grant, unless such SAR is granted in substitution for a SAR previously granted by a merged or acquired entity. Without the approval of stockholders, we will not amend or replace previously granted options or SARs in a transaction that constitutes a “repricing” as defined in the Amended and conditionsRestated 2020 Stock Plan.

Exercise. The Committee has the discretion to determine the method or methods by which an option or SAR may be exercised, which methods may include a net exercise or by payment to the Company of such awards.cash, shares of common stock, or other securities or property (or any combination thereof) having a fair market value on the exercise date equal to the applicable exercise price. The Board may delegate different levels of authority to different committees with administrative and grant authorityCommittee is not authorized under the 2017 Plan. It is anticipatedAmended and Restated 2020 Stock Plan to accept a promissory note in satisfaction of the exercise price.

Expiration. Options and SARs will expire at such time as the Committee determines; provided, however, that no option or SAR may be exercised more than ten years from the Administrator (either generally ordate of grant, except in the case of an ISO held by a participant who, at the time the ISO was granted, owns (determined in accordance with respect to specific transactions) will be constituted so as to comply, as necessary or desirable, withSection 422 of the requirements of Internal Revenue Code of 1986, as amended (the “Code”), Section 162(m)) more than 10% of the Codecombined voting power of all classes of stock of the Company and Rule 16b-3 promulgatedits affiliates (a “Greater than 10% Stockholder”), the option may not be exercised more than five years from the date of grant.

Special Limitation on ISOs. ISOs may only be granted to employees of the Company and its subsidiaries (excluding subsidiaries that are not corporations). In the case of a grant of an option intended to qualify as an ISO, no such option may be granted to a Greater than 10% Stockholder unless the exercise price per share of common stock subject to such ISO is at least 110% of the fair market value per share on the date of grant, and such ISO award is not exercisable more than five years after its date of grant. In addition, options designated as ISOs shall not be eligible for treatment under the Securities Exchange ActCode as ISOs to the extent that either: (i) the aggregate fair market value of 1934,shares of common stock (determined as amended.of the time of grant) with respect to which such ISOs are exercisable for the first time by the participant during any calendar year exceeds $100,000; or (ii) such ISOs otherwise remain exercisable but are not exercised within three months after a participant’s termination of employment (or such other period of time provided in Section 422 of the Code).

Eligibility

Awards may be granted pursuant to the 2017 Plan only to persons who are eligible persons. Under the 2017 Plan, “Eligible Person” means any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its subsidiaries; (b) a director of the Company or one of its subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its subsidiaries) to the Company or one of its subsidiaries and who is selected to participate in the 2017 Plan by the Administrator; provided, however, that an Eligible Person may only participate in the 2017 Plan if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register, under the Securities Act of 1933, as amended, the offering and sale of shares issuable under the 2017 Plan by the Company or the Company’s compliance with any other applicable laws. As of the Record Date, the approximate number of Eligible Persons under the 2017 Plan included * officers or employees of the Company, * directors of the Company (* of which are also officers), and * individual consultants to the Company.

Awards

Vesting, Forfeiture, Assignment. The 2017 Plan permits theCommittee, in its sole discretion, may determine that an award will be immediately vested in whole or in part, or that all or any portion may not be vested until a date or dates subsequent to its date of grant of: (a) stock options, which may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or as a nonqualified stock option (an option not intended to be an ISO); (b) stock appreciation rights (“SARs”); (c) restricted shares; (d) restricted share units; (e) cash awards; or (f) other awards, including: (i) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to certain requirements as discussed in the 2017 Plan and in compliance with applicable laws), upon the passage of time,until the occurrence of one or more specified events, orsubject in any case, to the satisfactionterms of performance criteria or otherthe Amended and Restated 2020 Stock Plan. If the Committee imposes conditions upon vesting, then, except as otherwise provided below, subsequent to the date of grant, the Committee may, in its sole discretion, accelerate the date on which all or any combination thereof; or (ii) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon. Allportion of the reserved shares under the 2017 Planaward may be issued as ISOs.

The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, invested. Notwithstanding the caseforegoing, a maximum of tandem or substitute awards) and make adjustments in accordance with the 2017 Plan. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the 2017 Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying the award, or otherwise terminated without delivery of shares to the participant, the shares retained by or returned to the Company will not be deemed to have been delivered under the 2017 Plan and will be deemed to remain or to become available under the 2017 Plan; and (ii) shares that are withheld from such an award or separately surrendered by the participant in payment5% of the exercise price or taxes relating to such an award shall be deemed to constitute shares not delivered and will be deemed to remain or to become available under the 2017 Plan. The foregoing adjustments to the share limit of the 2017 Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended to qualify as performance-based compensation thereunder.

Theaggregate number of shares available for issuance under the 2017Amended and Restated 2020 Stock Plan (as wellmay vest or be exercised earlier than the first anniversary of an award’s date of grant.

The Committee may impose on any award at the time of grant or thereafter, such additional terms and conditions as the numberCommittee determines, including, without limitation, terms requiring forfeiture of shares that may be issued as ISOs, and the share limitations set forth below under the heading “— Performance Based Compensation”) are subject to proportionate adjustment by the Administratorawards in the event of a participant’s termination of employment or service. Except as otherwise determined by the Committee, restricted stock will be forfeited upon a participant’s termination of employment or service during the applicable restriction period.

Except as otherwise provided by the Committee, no award or other right or interest of a participant under the Amended and Restated 2020 Stock Plan (other than fully vested and unrestricted shares issued pursuant to an award) shall be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any reclassification, recapitalization,purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any of its affiliates. If a transfer is allowed by the Committee to family members (other than for fully vested and unrestricted shares), the transfer will be for no value and shall comply with the applicable Form S-8 rules. The Committee may establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.

Recoupment for Restatements. The Company may recoup all or any portion of any shares of our common stock split (includingor cash paid to a stock splitparticipant in connection with an award, in the formevent of a stock dividend) or reverse stock split, or upon any merger, arrangement, combination, consolidation, or other reorganization, or upon any spin-off, split-uprestatement of our financial statements as set forth in our clawback or similar extraordinary dividend distributionrecoupment policy as may be in respecteffect from time to time.

Effect of Corporate Transaction. Awards under the CommonAmended and Restated 2020 Stock Plan are generally subject to special provisions upon the occurrence of any reorganization, merger, consolidation, spin-off, combination, split-up, plan of arrangement, take-over bid or upon anytender offer, repurchase or exchange of Common Stockshares or other securities of the Company, or upon any other similar unusual or extraordinary corporate transaction in respector event involving the Company. In the event of such a corporate transaction, the Committee or the Board may provide for any of the Common Stock.following to be effective upon the occurrence of the event (or effective immediately prior to the consummation of such event, provided the event is consummated):

OptionTermination and SAR AwardsAmendment. OptionThe Board of Directors may, from time to time, amend, suspend, or terminate the Amended and SARRestated 2020 Stock Plan. No amendment or modification of the Amended and Restated 2020 Stock Plan may be made that would materially and adversely affect any outstanding awards grantedwithout the consent of the participant or the current holder of such awards. Amendments of the Amended and Restated 2020 Stock Plan must be approved by the stockholders if required under the 2017 Plan must havelisting requirements of NASDAQ or any other securities exchange applicable to the Company or if the amendment would: (i) increase the number of shares authorized under the Amended and Restated 2020 Stock Plan; (ii) permit a repricing of options or SARs; (iii) permit the award of options or SARs with an exercise price or base price of no less than 100% of the fair market value of a share of Common Stock on the date of grantgrant; or (iv) increase the maximum term of options or SARs.

Federal Income Tax Consequences

The following is a brief summary of certain federal income tax consequences relating to the transactions described under the Amended and Restated 2020 Stock Plan as set forth below. This summary does not purport to address all aspects of federal income taxation and does not describe any potential state, local, or foreign tax consequences. This discussion is based upon provisions of the optionCode and the applicable Treasury Regulations issued thereunder, as well as judicial and administrative interpretations under the Code and Treasury Regulations, all as in effect as of the date hereof and all of which are subject to change (possibly on a retroactive basis) or different interpretation.

Law Affecting Deferred Compensation. In 2004, Section 409A was added to the Code to regulate all types of deferred compensation. If the requirements of Section 409A of the Code are not satisfied, deferred compensation and earnings thereon will be subject to tax as it vests, plus (i) an interest charge at the then-current underpayment rate plus 1% and (ii) a 20% penalty tax. Certain stock options, SARs, restricted stock units, and certain types of restricted stock units may be subject to Section 409A of the Code depending on how they are structured, although it is the Company’s intent generally to structure such awards in a manner intended to be exempt from the requirement of Section 409A.

ISOs. A participant will not recognize income at the time an ISO is granted. When a participant exercises an ISO, he or she also generally will not be required to recognize income (either as ordinary income or capital gain). However, to the extent that the fair market value (determined as of the date of grant) of the shares with respect to which the participant’s ISOs are exercisable for the first time during any year exceeds $100,000, the ISOs for the shares over $100,000 in value will be treated as nonqualified stock options, and not ISOs, for federal tax purposes, and the participant will recognize income as if the ISOs were nonqualified stock options (discussed below). In addition to the foregoing, if the fair market value of the shares received upon exercise of an ISO exceeds the exercise price, then the excess may be deemed a tax preference adjustment for purposes of the federal alternative minimum tax calculation. The federal alternative minimum tax may produce significant tax repercussions depending upon the participant’s particular tax status.

The tax treatment of any shares acquired by exercise of an ISO will depend upon whether the participant disposes of his or her shares prior to the later of: (i) two years after the date the ISO was granted and (ii) one year after the shares were transferred to the participant (referred to as, the “Holding Period”). If a participant disposes of shares acquired by exercise of an ISO after the expiration of the Holding Period, any amount received in excess of the participant’s tax basis for such shares will be treated as a short-term or long-term capital gain, depending upon how long the participant has held the shares. If the amount received is less than the participant’s tax basis for such shares, the loss will be treated as a short-term or long-term capital loss, depending upon how long the participant has held the shares. If the participant disposes of shares acquired by exercise of an ISO prior to the expiration of the Holding Period, the disposition will be considered a “disqualifying disposition.” If the amount received for the shares is greater than the fair market value of the shares on the exercise date, then the difference between the ISO’s exercise price and the fair market value of the shares at the time of exercise will be treated as ordinary income (or 110%short-term capital gain subject to tax at ordinary income rates) for the tax year in which the disqualifying disposition occurs. The participant’s basis in the shares will be increased by an amount equal to the excess of the fair market value over the exercise price on the date of grant,exercise. In addition, the amount received in such disqualifying disposition over the participant’s increased basis in the caseshares will be treated as capital gain. However, if the price received for shares acquired by exercise of ISOs granted to certain ten percent shareholdersan ISO is less than the fair market value of the Company). Optionsshares on the exercise date and SAR awards shall become exercisable upon such conditions as the Administrator may establishdisposition is a transaction in its sole discretion. The exercise pricewhich the participant sustains a loss that otherwise would be recognizable under the Code, then the amount of any option shall be paid in cash or byordinary income that the participant will recognize is the excess, if any, of the methods set forth below underamount realized on the heading “— Consideration for Awards.” Option and SAR awards are exercisable for a period established bydisqualifying disposition over the Administrator, which in no event shall exceed ten years from the date of grant (five yearsbasis in the case of ISOs granted to certain ten percent shareholders of the Company). If the Administrator does not specify otherwise in an award agreement, upon termination of a participant’s employment or other service to the Company, option and SAR awards shall expire (1) three months after the last day that the participant is employed by or provides services to the Company or any subsidiary (provided, however, that in the event of the participant’s death during this period, those persons entitled to exercise the option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (2) in the case of a participant whose termination of employment or services is due to death or disability (as defined in the applicable award agreement), twelve months after the last day that the participant is employed by or provides services to the Company or any subsidiary; and (3) immediately upon a participant’s termination for “cause.”shares.

Restricted SharesNonqualified Stock Options. A participant thatgenerally will not recognize income at the time a nonqualified stock option is granted restrictedgranted. When a participant exercises a nonqualified stock underoption, the 2017 Plan shall have alldifference between the exercise price and any higher market value of the rights of a shareholder, including the right to vote the shares of restrictedcommon stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirements imposed by the Administrator). As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit a participant to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock or applied to the purchase of additional awards under the 2017 Plan. Unless otherwise determined by the Administrator, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property has been distributed.

Restricted Share Units. At the time an award of restricted share units is made, the Administrator shall determine the period of time during which the restricted share units shall vest and the timing of settlement. Subject to the 2017 Plan, the applicable award agreement and any other procedures established by the Administrator, the Administrator may determine to pay dividend equivalent rights with respect to restricted share units, in which case, the Company shall establish an account for the participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each restricted share unit. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the restricted share unit to which it relates. The participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject restricted share unit. Each participant receiving restricted share units shall have no rights as a shareholder with respect to such restricted share units until such time as shares of Common Stock are issued to the participant.

Performance Based Compensation