USAU / U.S. Gold Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numbe

AMENDMENT NO. 1 TO WARRANT AGREEMENT

Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT Amendment No. 1 to Warrant Agreement, dated August 9, 2025 (the “Amendment”), between U.S. Gold Corp., a Nevada corporation (the “Company”), and [●] (the “Warrantholder”). WHEREAS, the Company and the Warrantholder entered into that that certain Warrant Agreement, dated August 10, 2020 (the “Warrant,” “Warrant Agreement,” or “Agreement”); WHEREAS, t

Consent of Company QP (Kevin Francis).

Exhibit 23.7 CONSENT OF QUALIFIED PERSON I, Kevin Francis, in connection with U.S. Gold Corp’s Annual Report on Form 10-K and any amendments and/or exhibits thereto (collectively, the “Form 10-K”), consent to: ● the incorporation by reference and use of the technical report summary titled “Technical Report Summary CK Gold Project” (the “Technical Report Summary”), with an effective date of Februar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Name o

List of Subsidiaries.

EXHIBIT 21.1 List of Subsidiaries1 Name of Company Jurisdiction of Organization U.S. Gold Acquisition Corp. Nevada Gold King Corp. Wyoming Northern Panther Resources Corporation Nevada Western Panther Resources Corporation Nevada Eagle Resources Management LLC Utah 2637262 Ontario Inc. Ontario, Canada Orevada Metals Inc. Nevada 1 This information is as of July 29, 2025.

Controlled Equity OfferingSM Sales Agreement, dated June 9, 2025

Exhibit 1.1 U.S. Gold Corp. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement June 9, 2025 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Ladies and Gentlemen: U.S. Gold Corp., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows: 1. Issuance and Sale of

Up to $40,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-286946 Prospectus Supplement (To Prospectus Dated May 13, 2025) Up to $40,000,000 Common Stock U.S. Gold Corp. (which we refer to herein as “USAU,” the “Company,” “we,” or “us”) has entered into a Controlled Equity OfferingSM Sales Agreement (the “sales agreement”) with Cantor Fitzgerald & Co. (“Cantor”), relating to the sale of shares of our c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number)

U.S. Gold Corp. Common Stock Preferred Stock

Filed Pursuant to Rule 424(b)(2) Registration No. 333-286946 PROSPECTUS U.S. Gold Corp. $150,000,000 Common Stock Preferred Stock Warrants Units We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $150,000,000. This pr

Up to 2,416,220 Shares of Common Stock Underlying Previously Issued Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286946 Prospectus Up to 2,416,220 Shares of Common Stock Underlying Previously Issued Warrants Pursuant to this prospectus, we are offering to the holders of the following previously issued and outstanding warrants up to 2,416,220 shares of our common stock, par value $0.001 per share, that are issuable upon the exercise of such warrants (the “

U.S. Gold Corp. Provides Update on Recent Warrant Exercises

Exhibit 99.1 U.S. Gold Corp. Provides Update on Recent Warrant Exercises CHEYENNE, Wyoming, May 9, 2025. U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (Nasdaq: USAU) is pleased to provide an update regarding the exercises of previously issued warrants subsequent to the Company’s latest Form 10-Q filing for the three months ended January 31, 2025, filed on March 17, 2025. At Jan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number)

May 9, 2025

May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Karina Dorin Re: U.S. Gold Corp. Registration Statement on Form S-3 Filed May 2, 2025 File No. 333-286946 Dear Ms. Dorin: Pursuant to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective date of the above

Consent of Company QP (Kevin Francis).

Exhibit 23.9 CONSENT OF QUALIFIED PERSON I, Kevin Francis, in connection with U.S. Gold Corp’s Registration Statement on Form S-3 and any amendments or supplements and/or exhibits thereto (collectively, the Form S-3), consent to: ● the incorporation by reference and use of the technical report summary titled “Technical Report Summary CK Gold Project” (the “Technical Report Summary”), with an effec

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) U.S. Gold Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Consent of Tierra Group International, Ltd.

Exhibit 23.8 May 2, 2025 CONSENT OF THIRD PARTY FIRM Re: Form S-3 of U.S. Gold Corp (the “Company”) In connection with the Company’s Registration Statement on Form S-3 dated May 2, 2025, and any amendments or supplements and/or exhibits thereto (the “Form S-3”), the undersigned consents to: ● the incorporation by reference and use of the technical report titled “Technical Report Summary CK Gold Pr

Consent of Samuel Engineering, Inc.

Exhibit 23.7 CONSENT OF QUALIFIED THIRD-PARTY FIRM SAMUEL ENGINEERING INC. May 2, 2025 Re: Form S-3 Registration Statement (the “Registration Statement”) to be filed by U.S. Gold Corp (the “Company”) Samuel Engineering Inc. consents to: ● the incorporation by reference and use of the technical report titled “Technical Report Summary CK Gold Project” (the “Technical Report Summary”), with an effect

As filed with the Securities and Exchange Commission on May 2, 2025

As filed with the Securities and Exchange Commission on May 2, 2025 Registration No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numbe

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Nu

Technical Report Summary. Incorporated by reference from Exhibit 96.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 14, 2025.

Exhibit 96.1 Technical Report Summary CK Gold Project For U.S. Gold Corp. Responsible Company Signature & Date AKF Mining Drift Geo John Wells Samuel Engineering, Inc. Tierra Group International, Ltd. (TGI) U.S. Gold Corp (Registrant) PREPARED BY U.S. Gold Corp. 1807 Capitol Avenue Cheyenne, WY. 82001 Samuel Engineering, Inc. 8450 East Crescent Pkwy. Ste. 200 Greenwood Village, CO 80111-2816 303.7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Nu

U.S. Gold Corp. Announces Updated Prefeasibility Study Results Permitted CK Gold Project shows compelling economic indicators (Company webinar Tuesday February 11th, 2025, at 11:00am EST)

Exhibit 99.1 U.S. Gold Corp. Announces Updated Prefeasibility Study Results Permitted CK Gold Project shows compelling economic indicators (Company webinar Tuesday February 11th, 2025, at 11:00am EST) CHEYENNE, Wyo., February 11, 2025 /PRNewswire/ — U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU), is pleased to announce the results of its updated pre-feasibility st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

U.S. GOLD CORP. ANNOUNCES $10.2 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 U.S. GOLD CORP. ANNOUNCES $10.2 MILLION REGISTERED DIRECT OFFERING ELKO, NV, November 27, 2024 – U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into and executed a securities purchase agreement with certain investors, providing for the purchase and sale of 1,457,700 shares of our common stock at a price of $7.00 per

Form of Securities Purchase Agreement between U.S. Gold Corp. and certain investors.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2024, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 (November 27, 2024) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation)

Form of Common Stock Purchase Warrant dated November 27, 2024. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 4, 2024.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT U.S. Gold Corp. Warrant Shares: [●] Initial Exercise Date: May 27, 2025 Issue Date: November 27, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

Up to 1,457,700 Shares of Common Stock Warrants to Purchase up to 728,850 Shares of Common Stock Up to 728,850 Shares of Common Stock underlying such Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262415 Prospectus Supplement (To Prospectus Dated May 12, 2022) Up to 1,457,700 Shares of Common Stock Warrants to Purchase up to 728,850 Shares of Common Stock Up to 728,850 Shares of Common Stock underlying such Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering (i) 1,457,700 shares of our common

1,400,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282527 PROSPECTUS 1,400,000 Shares of Common Stock This prospectus relates to the offer and resale by the selling stockholders named herein (the “selling stockholders”) of up to 1,400,000 shares of our common stock, par value $0.001 per share (“common stock”), issuable upon the exercise of warrants (the “Warrants”) issued to the selling stockho

October 16, 2024

October 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anuja Majmudar Re: U.S. Gold Corp. Registration Statement on Form S-1 Filed October 7, 2024 File No. 333-282527 Dear Ms. Majmudar: Pursuant to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective dat

October 11, 2024

October 11, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 RE: U.S. Gold Corp. Registration Statement on Form S-1 File No. 333-282527 Ladies and Gentlemen: We are filing this letter in order to provide the staff of the Division of Corporation Finance sufficient time to perform its customary screening and review of regi

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) U.S. Gold Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOL

Insider Trading Policy.

Exhibit 19.1

List of Subsidiaries.

EXHIBIT 21.1 List of Subsidiaries1 Name of Company Jurisdiction of Organization U.S. Gold Acquisition Corp. Nevada Gold King Corp. Wyoming Northern Panther Resources Corporation Nevada Western Panther Resources Corporation Nevada Eagle Resources Management LLC Utah 2637262 Ontario Inc. Ontario, Canada Orevada Metals Inc. Nevada 1 This information is as of July 29, 2024.

U.S. Gold Corp Executive Compensation Clawback Policy

Exhibit 97.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Name o

U.S. Gold Corp. Announces Results of its 2023 Annual General Meeting of Shareholders All Proxy Proposals Pass

Exhibit 99.1 U.S. Gold Corp. Announces Results of its 2023 Annual General Meeting of Shareholders All Proxy Proposals Pass CHEYENNE, WY, April 29, 2024 – U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (Nasdaq: USAU), today announced the results of the Company’s annual shareholder meeting that was held virtually on April 26, 2024 at 9:00 AM MT. The following proposals were approv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 (April 26, 2024) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Comm

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 (April 15, 2024) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Comm

U.S. GOLD CORP. ANNOUNCES $4.9 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 U.S. GOLD CORP. ANNOUNCES $4.9 MILLION REGISTERED DIRECT OFFERING ELKO, NV, April 15, 2024 – U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain investors, providing for the purchase and sale of 1,400,000 shares of common stock at a price of $3.50 per share in a registere

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

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement between U.S. Gold Corp. and certain investors, dated as of April 15, 2024.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2024, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

1,400,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262415 Prospectus Supplement (To Prospectus Dated May 12, 2022) 1,400,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 1,400,000 shares of our common stock, $0.001 par value per share, at an offering price of $3.50 per share. We have not retained a placement agent in connection w

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

February 21, 2024

February 21, 2024 By EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOL

List of Subsidiaries.

EXHIBIT 21.1 List of Subsidiaries1 Name of Company Jurisdiction of Organization U.S. Gold Acquisition Corp. Nevada Gold King Corp. Wyoming Northern Panther Resources Corporation Nevada Western Panther Resources Corporation Nevada Eagle Resources Management LLC Utah 2637262 Ontario Inc. Ontario, Canada Orevada Metals Inc. Nevada 1 This information is as of July 31, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Name o

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

Exhibit 4.1 Execution Version COMMON STOCK PURCHASE WARRANT U.S. Gold Corp. Warrant Shares: 870,000 Initial Exercise Date: October 10, 2023 Issue Date: April 10, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the co

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

Exhibit 4.2 AMENDMENT NO. 1 TO WARRANTS This Amendment No. 1 to the Common Stock Purchase Warrant (this “Amendment”) dated this 10th day of April, 2023, by and among U.S. Gold Corp., a Nevada corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of outstanding warrants to purchase up to 625,000 shares of the Company’s Common Stock, iss

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

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023 and is between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

U.S. Gold Corp. Announces $5 Million Registered Direct Offering

Exhibit 99.1 U.S. Gold Corp. Announces $5 Million Registered Direct Offering FOR IMMEDIATE RELEASE – April 5, 2023 CHEYENNE, Wyo., April 5, 2023, 2023 (PRNewswire) - U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 870,000 shares of commo

870,000 Shares of Common Stock, Warrants to Purchase up to 870,000 Shares of Common Stock the Shares of Common Stock underlying the Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-262415 Prospectus Supplement (To Prospectus Dated May 12, 2022) 870,000 Shares of Common Stock, Warrants to Purchase up to 870,000 Shares of Common Stock and the Shares of Common Stock underlying the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering (i) 870,000 shares of our common stock, $0.001 pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

Shareholder Letter dated February 6, 2023 (furnished herewith pursuant to Item 7.01).

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

USAU / U.S. Gold Corp. / AIMS Asset Management Sdn Bhd - SC 13G/A (BENEFICIAL OWNERSHIP REPORT) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* U.S GOLD CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 90291C201 (CUSIP Number) 31 December 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Nu

U.S. Gold Corp. Announces Results of its 2022 Annual Meeting of Stockholders Strong Stockholder Support Enables All Proxy Proposals to Pass

Exhibit 99.1 U.S. Gold Corp. Announces Results of its 2022 Annual Meeting of Stockholders Strong Stockholder Support Enables All Proxy Proposals to Pass Cheyenne, Wyoming, December 20, 2022 ? U.S. Gold Corp. (the ?Company,? ?we? or ?our?) (NASDAQ: USAU), a gold exploration and development company, today announced the results of its Annual Meeting of Stockholders (the ?Meeting?) held virtually on D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

U.S. Gold Corp. Announces the Resignation of Ryan Zinke from its Board of Directors The Honorable Ryan K. Zinke will assume his seat in the United States Congress

Exhibit 99.1 U.S. Gold Corp. Announces the Resignation of Ryan Zinke from its Board of Directors The Honorable Ryan K. Zinke will assume his seat in the United States Congress Cheyenne, Wyoming, November 22, 2022 - U.S. Gold Corp. (?U.S. Gold,? the ?Company,? ?we,? ?our? or ?us?) (NASDAQ: USAU) a gold exploration and development company, today announced the resignation of the Honorable Ryan K. Zin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

U.S. Gold Corp. Announces the sale of its interest in the Maggie Creek Property for $2.75 million to Nevada Gold Mines LLC (Barrick (61.5%) and Newmont (38.5%) and retains a potential royalty

Exhibit 99.1 U.S. Gold Corp. Announces the sale of its interest in the Maggie Creek Property for $2.75 million to Nevada Gold Mines LLC (Barrick (61.5%) and Newmont (38.5%) and retains a potential royalty Cheyenne, WY, November 10, 2022 ? U.S. Gold Corp. (NASDAQ: USAU) (?U.S. Gold,? the ?Company,? ?we,? ?our? or ?us?), a gold exploration and development company, announces the execution on November

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

Exhibit 10.1

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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

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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For period ended: April 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: N/A

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

Exhibit 10.1 Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is made and is effective as of the 10th day of March 2021, by and between U.S. Gold Corp., a Nevada

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number)

U.S. Gold Corp. Common Stock Preferred Stock

DATED MAY 12, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333- 262415 PROSPECTUS U.S. Gold Corp. $100,000,000 Common Stock Preferred Stock Warrants Units We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $

May 10, 2022

CORRESP 1 filename1.htm May 10, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Arthur Tornabene-Zalas Re: U.S. Gold Corp. Registration Statement on Form S-3 Filed January 28, 2022, as amended May 5, 2022 File No. 333-262415 Dear Mr. Tornabene-Zalas: Pursuant to Rule 461 under the Securities Act of 1933, as ame

As filed with the Securities and Exchange Commission on May 5, 2022

As filed with the Securities and Exchange Commission on May 5, 2022 Registration No.

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) U.S. Gold Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

U.S. Gold Corp. Announces $5 Million Registered Direct Offering

Exhibit 99.1 U.S. Gold Corp. Announces $5 Million Registered Direct Offering FOR IMMEDIATE RELEASE ? March 16, 2022 CHEYENNE, Wyo., March 16, 2022 (PRNewswire) - U.S. Gold Corp. (?U.S. Gold,? the ?Company,? ?we,? ?our? or ?us?) (NASDAQ: USAU) today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 625,000 shares of common st

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

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 15, 2022 and is between U.S. Gold Corp., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set

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

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT U.S. Gold Corp. Warrant Shares: 625,000 Initial Exercise Date: September 18, 2022 Issue Date: March 18, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

625,000 Shares of Common Stock, Warrants to Purchase up to 625,000 Shares of Common Stock the Shares of Common Stock underlying the Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253165 Prospectus Supplement (To Prospectus Dated February 25, 2021) 625,000 Shares of Common Stock, Warrants to Purchase up to 625,000 Shares of Common Stock and the Shares of Common Stock underlying the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering (i) 625,000 shares of our common stock, $0.0

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Nu

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

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 14, 2022 by and among U.S. Gold Corp., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions se

U.S. GOLD CORP. ANNOUNCES $2.5 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 U.S. GOLD CORP. ANNOUNCES $2.5 MILLION REGISTERED DIRECT OFFERING ELKO, NV, February 15, 2022 ? U.S. Gold Corp. (?U.S. Gold,? the ?Company,? ?we,? ?our? or ?us?) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, providing for the purchase and sale of 384,741 shares of common stock at a price of

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

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT U.S. GOLD CORP. Warrant Shares: Initial Exercise Date: February 16, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 16, 2022 (the ?Initial

384,741 Shares of Common Stock Warrants to Purchase up to 192,370 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253165 Prospectus Supplement (To Prospectus Dated February 25, 2021) 384,741 Shares of Common Stock and Warrants to Purchase up to 192,370 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering (i) 384,741 shares of our common stock, $0.001 par value per share, at an offering price of $6.5

As filed with the Securities and Exchange Commission on January 28, 2022

As filed with the Securities and Exchange Commission on January 28, 2022 Registration No.

USAU / U.S. Gold Corp. / AIMS Asset Management Sdn Bhd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* U.S GOLD CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 90291C201 (CUSIP Number) 31 December 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (E

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

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

Exhibit 96.1 S-K 1300 Technical Report Summary CK Gold Project Laramie County, Wyoming USA Prepared for: U.S. Gold Corp. P.O. Box 4353 Cheyenne, WY 82003 Prepared by: Gustavson Associates 200 Union Boulevard, Suite 440 Lakewood, CO 80228 Project Number: EE1305181 Effective Date: November 15, 2021 Report Date: December 1, 2021 Qualified Persons: Donald E. Hulse, P.E., SME-RM Christopher Emanuel, SM

Investor Presentation*

Exhibit 99.2

U.S. Gold Corp. Announces Positive Prefeasibility Study Citing a Pre-Tax NPV of $323 Million and IRR of 39.4% Company Provides Updates on Fast-Track Development Plan Progress

Exhibit 99.1 U.S. Gold Corp. Announces Positive Prefeasibility Study Citing a Pre-Tax NPV of $323 Million and IRR of 39.4% Company Provides Updates on Fast-Track Development Plan Progress CHEYENNE, WY, December 1, 2021 ? U.S. Gold Corp. (NASDAQ: USAU) (?U.S. Gold? or the ?Company?), a gold exploration and development company, is pleased to announce that it has completed the prefeasibility study (?

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction (Commission (I.R.S. Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (Exac

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

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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Schedule 14A

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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF SECURITIES The following description is intended as a summary and is qualified in its entirety by reference to our articles of incorporation, as amended, any certificates of designation for our preferred stock, and our amended and restated bylaws, as currently in effect, copies of which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by refe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Na

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

Exhibit 10.3 CONSULTING AGREEMENT This CONSULTING AGREEMENT, dated January 7, 2021 (the ?Agreement?) between Ryan K. Zinke (the ?Consultant?), and U.S. Gold Corp., a Nevada corporation (the ?Company?). WHEREAS, the Company desires to engage the Consultant to provide certain consulting services related to the Company?s business and Consultant is willing to be engaged by the Company as a consultant

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

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), effective July 19, 2021 (?Effective Date?), is made between U.S. Gold Corp., a Nevada corporation (?Employer? or the ?Company?), and Kevin Francis (?Employee?). Employee and the Company are sometimes referred to herein as the ?Parties.? RECITALS A. Employer is in the business (the ?Business?) of natural resources exploratio

U.S. Gold Corp. Adds VP - Exploration and Provides Updates on Pre-Feasibility Study Release Timing Seasoned Industry Executive Kevin Francis Appointed to VP Exploration and Technical Services CK Gold Project Development Remains on Schedule for Releas

Exhibit 99.1 U.S. Gold Corp. Adds VP - Exploration and Provides Updates on Pre-Feasibility Study Release Timing Seasoned Industry Executive Kevin Francis Appointed to VP Exploration and Technical Services CK Gold Project Development Remains on Schedule for Release of its PFS ELKO, NV, July 22, 2021 ? U.S. Gold Corp. (NASDAQ: USAU) (the ?Company?), a gold exploration and development company, today

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

U.S. Gold Corp. Announces New Targets for Upcoming Commencement of Drilling at Maggie Creek, Carlin Gold Belt, in Nevada

Exhibit 99.1 U.S. Gold Corp. Announces New Targets for Upcoming Commencement of Drilling at Maggie Creek, Carlin Gold Belt, in Nevada - U.S. Gold Corp. intends to drill up to 5,000 feet (approx. 1,500 m) in up to 2 holes as part of ongoing exploration - These holes seek to assess a new target concept below post-mineral cover to the east of Nevada Gold Mines’ Gold Quarry mine - Target was developed

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 7, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number)

U.S. Gold Corp. Releases Additional Drill Results and is on Track to Complete Pre-Feasibility Study for the CK Gold Project

U.S. Gold Corp. Releases Additional Drill Results and is on Track to Complete Pre-Feasibility Study for the CK Gold Project - Drill results highlighted by CK20-03c, returning 182.1m of continuous mineralization grading 2.065 g/t AuEq - Preliminary evaluation of drill results suggest an expected slight increase in overall gold grades relative to predicted grades in the 2017 MDA Preliminary Economic

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

Consulting Agreement, dated March 19, 2021

Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is made and is effective as of the 19th day of March 2021, by and between U.S. Gold Corp., a Nevada corporation (the ?Company?), and Edward Karr (?Consultant?). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and cond

Amendment to the General Release and Severance Agreement, dated March 19, 2021

Exhibit 10.2 Amendment to General Release and Severance agreement This amendment to General Release and Severance Agreement (this ?Amendment?) is effective as of March 19, 2021 (the ?Effective Date?) and is entered into by and between Edward Karr (the ?Employee?) and U.S. Gold Corp., a Nevada corporation (the ?Company?). Capitalized terms not otherwise defined herein shall have the meaning given t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

General Release and Severance Agreement, dated March 19, 2021

Exhibit 10.1 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the ?Agreement?), dated as of March 19, 2021, is made and entered into by and between Edward Karr (?Employee?) and U.S. Gold Corp. (the ?Company?). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable separation of emplo

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP

U.S. Gold Corp. 4,106,572 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-253168 PROSPECTUS U.S. Gold Corp. 4,106,572 Shares Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 4,106,572 shares of our common stock, par value $0.001 per share (?Common Stock?), which are comprised of (i) 109,689 shares of Common Stock (the ?Class A Warrant S

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U.S. Gold Corp. 1910 E. Idaho, Suite 102-Box 604 Elko, Nevada 89801 February 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: U.S. Gold Corp. Registration Statement on Form S-1 Filed on February 16, 2021 File No. 333-253168 (the ?Registration Statement?) Request for

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

U.S. Gold Corp.’s CK Gold Project Provides Community Support in Wyoming Company expands its outreach in Cheyenne, Wyoming for the CK Gold Project Opens a new office in Cheyenne in effort to start a long-term engagement aimed at economic and employmen

Exhibit 99.1 U.S. Gold Corp.’s CK Gold Project Provides Community Support in Wyoming Company expands its outreach in Cheyenne, Wyoming for the CK Gold Project Opens a new office in Cheyenne in effort to start a long-term engagement aimed at economic and employment benefits for the community CHEYENNE, Wyo., Feb. 23, 2021 - U.S. Gold Corp. (Nasdaq: USAU) (the “Company”), a gold exploration and devel

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U.S. Gold Corp. 1910 E. Idaho, Suite 102-Box 604 Elko, Nevada 89801 February 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: U.S. Gold Corp. Registration Statement on Form S-3 Filed on February 16, 2021 File No. 333-253165 (the ?Registration Statement?) Request for

Registration Statement -

As filed with the Securities and Exchange Commission on February 16, 2021 Registration No.

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As filed with the Securities and Exchange Commission on February 16, 2021 Registration No.

Fact Sheet of U.S. Gold Corp., dated February 2021 (furnished herewith pursuant to Item 7.01).

EX-99.2 3 ex99-2.htm Exhibit 99.2

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

Slide Presentation of U.S. Gold Corp., dated February 2021 (furnished herewith pursuant to Item 7.01).

EX-99.1 2 ex99-1.htm Exhibit 99.1

Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

914,136 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333- 239062 Prospectus Supplement (To Prospectus Dated June 23, 2020) 914,136 Shares Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 914,136 shares of our common stock, $0.001 par value per share to certain institutional and accredited investors at an offering price of $10.54 per share. In a conc

Purchase Agreement.

EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021 by and among U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the ter

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

EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

U.S. GOLD CORP. ANNOUNCES $9.6 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 U.S. GOLD CORP. ANNOUNCES $9.6 MILLION REGISTERED DIRECT OFFERING ELKO, NV, January 28, 2021 – U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, providing for the purchase and sale of 914,136 shares of common stock at a price of $

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 27, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

U.S. Gold Corp. Issues CEO Update on Project Advancements

EX-99.2 3 ex99-2.htm Exhibit 99.2 U.S. Gold Corp. Issues CEO Update on Project Advancements ELKO, NV, January 27, 2021 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”), a gold exploration and development company, today announced that it has issued a CEO update outlining the Company’s recent and expected milestones, as it continues to advance its assets and mining projects. Highlights include: ● Up

U.S. Gold Corp. CEO Update

EX-99.1 2 ex99-1.htm Exhibit 99.1 U.S. Gold Corp. CEO Update ELKO, NV, January 27, 2021 – U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, is pleased to provide the following CEO Update Letter. Dear U.S. Gold Corp. Shareholders: This past year has been a very busy time for U.S. Gold Corp. and I would like to provide an update on the progress of our compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) U.S. GOLD CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) 90291C201 (CUSIP Number) December 31, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to w

U.S. Gold Corp. Appoints Seasoned Mining Finance Executive Michael Waldkirch to Board of Directors New Appointment to Strengthen Independent Board Membership

EX-99.1 2 ex99-1.htm Exhibit 99.1 U.S. Gold Corp. Appoints Seasoned Mining Finance Executive Michael Waldkirch to Board of Directors New Appointment to Strengthen Independent Board Membership ELKO, NV, January 11, 2021 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”), a gold exploration and development company, is pleased to announce the appointment of Michael Waldkirch to its Board of Directors a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 6, 2021 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numbe

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S GOLD CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 90291C201 (CUSIP Number) 31 December 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

U.S. Gold Corp. Drills 244 m (800 ft) of Continuous Mineralization, Including 78.3 Meters (257 ft) of 5.708 g/t AuEq from Surface for its Fourth Metallurgical Hole at the CK Gold Project in Wyoming - Earlier test hole CK20-04cA, which was lost at 29.

Exhibit 99.2 U.S. Gold Corp. Drills 244 m (800 ft) of Continuous Mineralization, Including 78.3 Meters (257 ft) of 5.708 g/t AuEq from Surface for its Fourth Metallurgical Hole at the CK Gold Project in Wyoming - Earlier test hole CK20-04cA, which was lost at 29.6m (97 ft) and averages 29.2 meters of 5.075 g/t AuEq, shows similar grades and mineralization thicknesses as CK20-04cB. - 04cB also incl

U.S. Gold Corp. Drills Continuous Mineralization of 1.003 g/t AuEq over 176.8 Meters for its Second Metallurgical Hole at the CK Gold Project in Wyoming - 176.8 meters (600 feet) of continuous gold, copper and silver mineralization with an average go

Exhibit 99.1 U.S. Gold Corp. Drills Continuous Mineralization of 1.003 g/t AuEq over 176.8 Meters for its Second Metallurgical Hole at the CK Gold Project in Wyoming - 176.8 meters (600 feet) of continuous gold, copper and silver mineralization with an average gold equivalent grade of 1.003 g/t - Hole CK20-02c drilled from the same pad as CK20-01c, northerly and perpendicular to 01c - Thicker, sim

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 16, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

U.S. Gold Corp. Drills Continuous Mineralization and Attractive Gold Equivalent Grade of 1.126 g/t Over 177.5 Meters Within its CK Gold Project in Wyoming

Exhibit 99.1 U.S. Gold Corp. Drills Continuous Mineralization and Attractive Gold Equivalent Grade of 1.126 g/t Over 177.5 Meters Within its CK Gold Project in Wyoming - 177.5 meters (600 feet) of continuous gold, copper and silver mineralization with an average gold equivalent grade of 1.126 g/t - 2020 drill program was a combination of core and reverse circulation drilling - The twenty-nine hole

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP

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

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), effective December 4, 2020 (?Effective Date?), is made between U.S. Gold Corp., a Nevada corporation (?Employer? or the ?Company?), and Eric Alexander (?Employee?). Employee and the Company are sometimes referred to herein as the ?Parties.? RECITALS A. Employer is in the business (the ?Business?) of natural resources explor

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

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), effective December 4, 2020 (?Effective Date?), is made between U.S. Gold Corp., a Nevada corporation (?Employer? or the ?Company?), and George Bee (?Employee?). Employee and the Company are sometimes referred to herein as the ?Parties.? RECITALS A. Employer is in the business (the ?Business?) of natural resources exploratio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

Employment Agreement(1) between the Company and Edward Karr, dated December 4, 2020. Incorporated by reference to Exhibit 10.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 10, 2020.

EX-10.2 3 ex10-2.htm Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”), effective December 4, 2020 (“Effective Date”), is made between U.S. Gold Corp., a Nevada corporation (“Employer” or the “Company”), and Edward Karr (“Employee”). Employee and the Company are sometimes referred to herein as the “Parties.” RECITALS A. Employer is in the business (the “Business”) of natura

U.S. Gold Corp. Provides End of Field Season Update for its CK Gold Project in Wyoming Drilling completed and additional technical studies underway Company plans to rapidly advance the project once PFS results are received

Exhibit 99.1 U.S. Gold Corp. Provides End of Field Season Update for its CK Gold Project in Wyoming Drilling completed and additional technical studies underway Company plans to rapidly advance the project once PFS results are received ELKO, NV, December 2, 2020 – U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, is pleased to provide an end of field seaso

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Num

U.S. Gold Corp. Announces Results of its 2020 Annual General Meeting of Shareholders All Proxy Proposals Pass

EX-99.1 2 ex99-1.htm Exhibit 99.1 U.S. Gold Corp. Announces Results of its 2020 Annual General Meeting of Shareholders All Proxy Proposals Pass ELKO, NV, November 10, 2020 – U.S. Gold Corp. (Nasdaq: USAU), today announced the results of the Company’s annual shareholder meeting that was held virtually on November 9, 2020 at 8:00 AM PT. The following proposals were approved by the Company’s sharehol

U.S. Gold Corp. Elects Two Independent Members to the Board of Directors -Senior Seasoned Mining Professionals Mr. Robert W. Schafer and Ms. Tara Gilfillan Bring Deep Industry Experience

EX-99.2 3 ex99-2.htm Exhibit 99.2 U.S. Gold Corp. Elects Two Independent Members to the Board of Directors -Senior Seasoned Mining Professionals Mr. Robert W. Schafer and Ms. Tara Gilfillan Bring Deep Industry Experience ELKO, NV, November 11, 2020 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”), a gold exploration and development company, is pleased to announce that Mr. Robert W. Schafer and Ms.

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

Exhibit 10.1 First Amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan This First Amendment to the U.S. gold corp. 2020 Stock Incentive Plan (this “Amendment”), dated as of November 9, 2020, is made and entered into by U.S. Gold Corp., a Nevada corporation (the “Company”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are n

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Numb

U.S. Gold Corp. Announces Maggie Creek Exploration Update

Exhibit 99.1 U.S. Gold Corp. Announces Maggie Creek Exploration Update ● High potential Nevada exploration project on the Carlin Trend ● Project has similar geological features as and in close proximity to Newmont’s Gold Quarry mine ELKO, NV, October 28, 2020 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”) a gold exploration and development company, is pleased to announce its potential future Mag

Maggie Creek Presentation, dated October 2020 (furnished herewith pursuant to Item 7.01).

Exhibit 99.2

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 13, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Num

U.S. Gold Corp. Issues October 2020 Shareholder Letter

Exhibit 99.2 U.S. Gold Corp. Issues October 2020 Shareholder Letter ELKO, NV, October 13, 2020 – U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, today announced that it has issued a letter to its shareholders outlining the Company’s recent and expected milestones, as it continues to advance its assets and projects. Recent Company highlights include: ● Ac

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

U.S. Gold Corp. Letter to Shareholders

Exhibit 99.1 U.S. Gold Corp. Letter to Shareholders ELKO, NV, October, 2020 – U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, is pleased to provide the following Letter to Shareholders. Dear U.S. Gold Corp. Shareholder: I would like to provide an update on the progress of our corporate and business initiatives since the issuance of our last shareholder l

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 2, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Numb

Fact Sheet of U.S. Gold Corp., dated October 2020 (furnished herewith pursuant to Item 7.01).

Exhibit 99.2

U.S. Gold Corp. Announces October Investor Webinar Schedule

Exhibit 99.3 U.S. Gold Corp. Announces October Investor Webinar Schedule ELKO, Nev., Oct. 2, 2020 — U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, is pleased to announce that it will hold electronic investor update webinars throughout October hosted by CEORoadshow. Mr. Edward Karr, Chief Executive Officer will update attendees and USAU shareholders on t

Slide Presentation of U.S. Gold Corp., dated October 2020 (furnished herewith pursuant to Item 7.01).

Exhibit 99.1

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 16, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File N

Employment Letter, dated as of September 17, 2020, by and between the Company and Eric Alexander. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on September 22, 2020.

Exhibit 10.1 September 17, 2020 Mr. Eric Alexander 10691 Chadsworth Lane Highlands Ranch, CO 80126 United States of America Dear Eric, Further to discussions concerning your involvement with U.S. Gold Corp. (the “Company”), I am writing to offer you a position with the Company. It is understood that you are a senior financial mining professional and have previously held and been compensated for ex

General Release and Severance Agreement, dated September 17, 2020, by and between the Company and David Rector. Incorporated by reference to Exhibit 10.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on September 22, 2020.

Exhibit 10.2 GENERAL RELEASE AND SEVERANCE AGREEMENT This General Release and Severance Agreement (the “Agreement”), dated as of September 17, 2020, is made and entered into by and between David Rector (“Employee”) and U.S. Gold Corp. (the “Company”). For good and valuable consideration, receipt of which is hereby acknowledged, in order to effect a mutually satisfactory and amicable separation of

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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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Schedule 14A

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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP. (

U.S. Gold Corp. Provides Exploration Update for the CK Gold Project in Wyoming Record gold prices render PEA, due diligence assumptions, and March 2020 internal estimates conservative Expands strategic direction to pursue developing environmentally s

Exhibit 99.1 U.S. Gold Corp. Provides Exploration Update for the CK Gold Project in Wyoming Record gold prices render PEA, due diligence assumptions, and March 2020 internal estimates conservative Expands strategic direction to pursue developing environmentally sound mining operations at the CK Gold Project ELKO, NV, September 9, 2020 — U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold explor

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 9, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Shareholder Director Nominations -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Numb

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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: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [] Definitive Pr

The Geological Society of Nevada (GSN) Publishes Paper on U.S. Gold Corp.’s Keystone Project, Cortez Trend, Nevada

Exhibit 99.1 The Geological Society of Nevada (GSN) Publishes Paper on U.S. Gold Corp.’s Keystone Project, Cortez Trend, Nevada ELKO, NV, August 25, 2020 — U.S. Gold Corp. (NASDAQ: USAU) (the “Company”), a gold exploration and development company, is pleased to announce that the Geological Society of Nevada (GSN) 2020 Symposium has published a paper on its Keystone Project, located on the Cortez T

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Numb

U.S. Gold Corp. Announces the Appointment of Senior Mining Industry Executive Mr. George Bee as President Former Barrick Gold Executive with Proven Track Record as Mine Builder and Operator

Exhibit 99.2 U.S. Gold Corp. Announces the Appointment of Senior Mining Industry Executive Mr. George Bee as President Former Barrick Gold Executive with Proven Track Record as Mine Builder and Operator ELKO, NV, August 13, 2020 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”), a gold exploration and development company, is pleased to announce that Mr. George Bee has been appointed as President. M

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

Exhibit 10.2 FORM OF LEAK-OUT AGREEMENT THIS LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of August , 2020, by and among U.S. Gold Corp. (the “Parent”) and the undersigned stockholder (the “Stockholder”). RECITALS A. WHEREAS, Parent, Gold King Acquisition Corp., a wholly-owned subsidiary of Parent (“Merger Sub”) and Northern Panther Resources Corporation (the “Company”) are co

Form of Northern Panther Stockholder Agreement. Incorporated by reference from Exhibit 10.5 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

Exhibit 10.5 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) dated as of August 2020, by and among each of the undersigned stockholders (collectively, the “Stockholders”) of Northern Panther Resources Corporation, a Nevada corporation (the “Company”) and U.S. Gold Corp., a Nevada corporation (“Parent”). WHEREAS, the Stockholders collectively own 100% of the shares of common stock

Form of Warrant. Incorporated by reference from Exhibit 4.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

* Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COU

Form of Company Stockholder Agreement. Incorporated by reference from Exhibit 10.4 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

EX-10.4 8 ex10-4.htm Exhibit 10.4 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) dated as of August , 2020, by and among each of the undersigned stockholders (collectively, the “Stockholders”) of U.S. Gold Corp., a Nevada corporation (the “Company”) and Richard, Silas, in his capacity as stockholder representative (“Stockholder Representative”) of the stockholders of Northern Pa

Employment Letter, dated as of August 10, 2020, by and between the Company and George Bee. Incorporated by reference from Exhibit 10.6 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

Exhibit 10.6 August 10, 2020 George Bee 3314 Meadows Drive Park City, UT 84060 United States of America Dear George, Further to discussions concerning your involvement with U.S. Gold Corp. (the “Company”) subsequent to the merger of Gold King Acquisition Corp., a Nevada corporation, which is a wholly-owned subsidiary of the Company, and Northern Panther Resources Corporation, a Nevada corporation,

U.S. Gold Corp. Acquires Northern Panther Resource Corporation Acquisition Brings Seasoned Mining Industry Professionals and up to $8.0 Million in Additional Capital

Exhibit 99.1 U.S. Gold Corp. Acquires Northern Panther Resource Corporation Acquisition Brings Seasoned Mining Industry Professionals and up to $8.0 Million in Additional Capital ELKO, NV, August 12, 2020 – U.S. Gold Corp. (Nasdaq: USAU) (the “Company”) a gold exploration and development company, is pleased to announce it has closed the acquisition of Northern Panther Resource Corporation (“Northe

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

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES H CONVERTIBLE PREFERRED STOCK OF U.S. GOLD CORP SERIES H CONVERTIBLE PREFERRED STOCK Pursuant to Section 78.1955 of the Nevada Revised Statutes The undersigned, Edward M. Karr, does hereby certify that: 1. He is the officer of U.S. Gold Corporation, a Nevada corporation (the “Corporatio

Certificate of Designations of Series I Convertible Preferred Stock. Incorporated by reference from Exhibit 3.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

EX-3.2 3 ex3-2.htm Exhibit 3.2 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE SERIES I CONVERTIBLE PREFERRED STOCK OF U.S. GOLD CORP SERIES I CONVERTIBLE PREFERRED STOCK Pursuant to Section 78.1955 of the Nevada Revised Statutes The undersigned, Edward M. Karr, does hereby certify that: 1. He is the officer of U.S. Gold Corporation, a Nevada corporati

Securities Purchase Agreement, dated as of August 10, 2020, by and among the Company and the Purchasers signatory thereto. Incorporated by reference from Exhibit 10.3 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

EX-10.3 7 ex10-3.htm Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of August 10, 2020 by and among U.S. Gold Corp., a Nevada corporation (the “Company”) and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Numb

Agreement and Plan of Merger, dated as of August 10, 2020, by and among the Company, Acquisition Corp., Northern Panther and the Stockholder Representative named therein. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. GOLD CORP. and GOLD KING ACQUISITION CORP. and NORTHERN PANTHER RESOURCES CORPORATION and RICHARD SILAS, as STOCKHOLDER REPRESENTATIVE Dated as of August 10, 2020 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 1 Section 1.02 Effective Time 1 Section 1.03 Closing 1 Section 1.04 Certificate of Incorporation, Bylaws, Directors and Officers 2 S

Exhibit 4.6

EX-4.6 2 ex4-6.htm Exhibit 4.6 DESCRIPTION OF SECURITIES The following description is intended as a summary and is qualified in its entirety by reference to our articles of incorporation, as amended, any certificates of designation for our preferred stock, and our amended and restated bylaws, as currently in effect, copies of which are filed as exhibits to this Annual Report on Form 10-K and are i

Keystone Purchase and Sale Agreement, As Amended and Restated between Nevada Gold Ventures, LLC; Americas Gold Exploration, Inc.; U.S. Gold Corp.; and U.S. Gold Acquisition Corporation, dated May 25, 2016.

Exhibit 10.18

Code of Ethics as adopted, amended and restated by the Corporation on November 1, 2018.

Exhibit 14.1 U.S. GOLD CORP. CODE OF ETHICS AND BUSINESS CONDUCT Adopted August 1, 2017 The business of U.S. Gold Corp. (the “Company”) shall be conducted with honesty and integrity and in accordance with the highest ethical and legal standards. This Code of Ethics and Business Conduct (the “Code”) has been adopted by the Company pursuant to Item 406 of Regulation S-K of the Securities and Exchang

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-08266 U.S. GOLD CORP (Exact Na

U.S. Gold Corp. 382,423 Shares COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-239146 Prospectus U.S. Gold Corp. 382,423 Shares COMMON STOCK The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 382,423 shares of our common stock, which are comprised of (i) 357,142 shares of common stock (the “Warrant Shares”) issuable upon exercise of the warrants issued on

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U.S. Gold Corp. 1910 E. Idaho, Suite 102-Box 604 Elko, Nevada 89801 June 19, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: U.S. Gold Corp. Registration Statement on Form S-3 Filed on June 9, 2020 File No. 333-239062 (the “Registration Statement”) Request for Accelerat

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U.S. Gold Corp. 1910 E. Idaho, Suite 102-Box 604 Elko, Nevada 89801 June 19, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: U.S. Gold Corp. Registration Statement on Form S-1 Filed on June 12, 2020 File No. 333-239146 (the “Registration Statement”) Request for Accelera

List of Subsidiaries. Incorporated by reference from Exhibit 21.1 of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission, SEC file number 333-239146 on June 12, 2020.

EXHIBIT 21.1 List of Subsidiaries1 Name of Company Jurisdiction of Organization U.S. Gold Acquisition Corp. Nevada Gold King Corp. Wyoming 2637262 Ontario Inc. Ontario, Canada Orevada Metals Inc. Nevada 1 This information is as of June 12, 2020.

Registration Statement -

As filed with the Securities and Exchange Commission on June 12, 2020 Registration No.

Certificate of Amendment to Articles of Incorporation dated May 2, 2017. Incorporated by reference from Exhibit 3.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission, SEC file number 333-239062 on June 9, 2020.

Exhibit 3.3

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As filed with the Securities and Exchange Commission on June 9, 2020 Registration No.

Fact Sheet of U.S. Gold Corp., dated April 2020 (furnished herewith pursuant to Item 7.01).

Exhibit 99.2

Slide Presentation of U.S. Gold Corp., dated April 2020 (furnished herewith pursuant to Item 7.01).

Exhibit 99.1

U.S. Gold Corp. Announces April Investor Webinar Schedule

Exhibit 99.3 U.S. Gold Corp. Announces April Investor Webinar Schedule ELKO, NV, April 7, 2020 – U.S. Gold Corp. (NASDAQ: USAU) today is pleased to announce that it will hold electronic investor update webinars throughout April hosted by CEORoadshow. Mr. Edward Karr, President & CEO will update attendees and USAU shareholders on the outlook for the Company and will be available for questions after

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 7, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-18314-09 (State or other jurisdiction of incorporation) (Commission File Number

U.S. Gold Corp. Regains Compliance with NASDAQ Minimum Bid Price

EX-99.1 2 ex99-1.htm Exhibit 99.1 U.S. Gold Corp. Regains Compliance with NASDAQ Minimum Bid Price ELKO, Nevada, April 3, 2020 – U.S. Gold Corp. (NASDAQ: USAU) announced today that it received a letter from the listing qualifications department staff of The NASDAQ Stock Market LLC, stating that the Company has regained compliance with NASDAQ’s minimum $1.00 per share bid price requirement. The let

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 3, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number)

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

357,142 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-217860 Prospectus Supplement (To Prospectus Dated May 16, 2017) 357,142 Shares Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 357,142 shares of our common stock, $0.001 par value per share to certain institutional investors at an offering price of $5.60 per share. In a concurrent private pla

Securities Purchase Agreement. Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-8266, on March 30, 2020.

exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2020, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Common Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on March 30, 2020.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, POWERS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE 0% SERIES G CONVERTIBLE PREFERRED STOCK OF U.S. GOLD CORP. I, Edward Karr, hereby certify that I am the Chief Executive Officer of U.S. Gold Corp. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify: That, pursuant

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

Exchange Agreement for Series F Preferred Convertible shares for Series G Preferred Convertible shares. Incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-8266, on March 30, 2020.

EX-10.2 5 ex10-2.htm Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “Agreement”) is made as of March 29, 2020, by and between U.S. Gold Corp., a Nevada corporation (the “Company”), and the investor signatory hereto (the “Investor”). WHEREAS, the Investor is the holder of shares of the Company’s Series F Convertible Preferred Stock (“Series F Preferred Stock”) issued pursuant to the Securi

U.S. GOLD CORP. ANNOUNCES $2.0 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 U.S. GOLD CORP. ANNOUNCES $2.0 MILLION REGISTERED DIRECT OFFERING ELKO, NV, March 30, 2020 – U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain institutional investors, providing for the purchase and sale of 357,143 shares of common stock at a price of $5.60 per share in

DRAM / Dataram Corp. / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) U.S. GOLD CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) 90291C201 (CUSIP Number) March 30, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 24, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

U.S. Gold Corp. Announces Updated Copper King Economics Showing NPV of $321.6 Million and IRR of 52% - Internal Update done at $1600 Gold and $2.80 Copper

Exhibit 99.1 U.S. Gold Corp. Announces Updated Copper King Economics Showing NPV of $321.6 Million and IRR of 52% - Internal Update done at $1600 Gold and $2.80 Copper ELKO, NV, March 24, 2020 – U.S. Gold Corp. (NASDAQ: USAU) today is pleased to announce that it has internally updated the economics of the Copper King deposit to reflect the recent rise in gold prices. Mine Development Associates’ (

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2020 Date of Report (Date of earliest event reported) U.S. GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 001-08266 22-1831409 (State or other jurisdiction of incorporation) (Commission File Number

U.S. Gold Corp. Announces 1-for-10 Reverse Stock Split

Exhibit 99.1 U.S. Gold Corp. Announces 1-for-10 Reverse Stock Split ELKO, NV, March 19, 2020 – U.S. Gold Corp. (NASDAQ: USAU “U.S. Gold,” or the “Company”) today announced a 1-for-10 reverse split of its common stock, effective as of 5:00 pm Eastern Time, March 19, 2020. Beginning on March 20, 2020, the Company’s common stock will trade on the NASDAQ Capital Market on a split adjusted basis. At th

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

Exhibit 3.1 Certificate of Amendment to Articles of Incorporation of U.S. Gold Corp. U.S. Gold Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”) hereby certifies that the following amendments to the Articles of Incorporation, as amended, were approved by the directors and thereafter duly adopted by the stockholders of the corporation on the 18th

Rule 13a-14(a) Certification of Ted R. Sharp.

Exhibit 31(b) Rule 13a-14(a) Certification CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ted R.

Rule 13a-14(a) Certification of Edward M. Karr.

Exhibit 31(a) Rule 13a-14(a) Certification CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward M.

Section 1350 Certification of Ted R. Sharp (furnished not filed).

Exhibit 32(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.

Section 1350 Certification of Edward M. Karr (furnished not filed).

Exhibit 32(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.

DRAM / Dataram Corp. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-08266 U.S. GOLD CORP.

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

Exhibit 10.7 NONQUALIFIED STOCK OPTION AGREEMENT U.S. Gold Corp. 2020 Stock incentive plan 1. Grant of Option. Pursuant the U.S. Gold Corp. 2020 Stock Incentive Plan (the “Plan”) for employees, officers, consultants, independent contractors, and non-employee Directors of U.S. Gold Corp., a Nevada corporation (the “Company”), the Company grants to (the “Participant”) an option (the “Stock Option”)

Rule 13a-14(a) Certification of Edward M. Karr.

Exhibit 31(a) Rule 13a-14(a) Certification CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward M.

USAU / U.S. Gold Corp. 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-08

Section 1350 Certification of Ted R. Sharp (furnished not filed).

Exhibit 32(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.

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

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