U.S. Gold Corp. (USAU)
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AGM 2020

Nov 9, 2020

Operator

Please note this conference is being recorded. I will now turn the conference over to your host, Ed Karr, Chief Executive Officer. You may begin.

Ed Karr
CEO, U.S. Gold Corp

Thank you. Good morning. I am Ed Karr, Chief Executive Officer and Director of U.S. Gold Corp. The annual meeting of U.S. Gold Corp. is called to order. I will act as chairman of this meeting. At this time, I would also like to introduce, participating by telephone, George Bee, President of U.S. Gold Corp., Eric Alexander, Chief Financial Officer, Ken Coleman, Senior Project Geologist, the Honorable Ryan Zinke, Director, Andrew Kaplan, Director, Tim Janke, Director, Douglas Newby, Director, John Braca, Chairman of the Board, Robert Schafer, Director nominee, Tara Gilfillan, Director nominee, Rick Warner, corporate counsel from the law firm Haynes and Boone, and Alan Markowitz from Marcum, our auditor. Stockholders, copies of the agenda and rules of conduct for this meeting are available under the Meeting Materials tab, located on the website.

Our transfer agent, Equity Stock Transfer LLC, will act as independent inspector of election at this meeting. Our transfer agent has been instructed to receive, examine, and tabulate the proxies and to report on the voting by proxies. Our transfer agent has informed me that immediately prior to the beginning of this meeting, 2,706,289 shares were present by proxy. This equals 75% of the 3,586,052 shares of issued and outstanding shares of common stock of the company as of the record date. Holders of the Series H preferred stock and Series I preferred stock are not eligible to vote at the annual meeting. Therefore, I declare that a quorum is present for the purpose of conducting business at this meeting, and I hereby declare that the meeting is legally convened and ready to transact business.

A certified report of the inspector of election will be attached as an exhibit to the minutes of this meeting. During the meeting, we will be following the agenda on the screen. As stated in the notice of this meeting, five matters are to be brought before this annual meeting. Proposal one: to approve, pursuant to Nasdaq Listing Rule 5635(a), of the issuance of shares of our common stock upon conversion of the Series H Convertible Preferred Stock in excess of 20% of our common stock outstanding. The board of directors has recommended that you vote for the approval pursuant to Nasdaq Listing Rule 5635(a), of the issuance of shares of our common stock upon conversion of Series H Convertible Stock in excess of 20% of our common stock outstanding.

Proposal two: to approve, pursuant to Nasdaq listing rules 5635(a) and 5635(b), of the potential issuance of shares of our common stock upon, one, the conversion of Series I Convertible Preferred Stock in excess of 20% of our common stock outstanding, and two, the exercise of certain warrants in excess of 20% of our common stock outstanding, in each case issued in a private placement. The board of directors has recommended you vote for the approval pursuant to Nasdaq listing rules 5635(a) and 5635(b) of the potential issuance of shares of our common stock upon, one, the conversion of Series I Convertible Preferred Stock in excess of 20% of our common stock outstanding, and two, the exercise of certain warrants in excess of 20% of our common stock outstanding, in each case issued in a private placement.

Proposal three: the election of five directors to serve until the 2021 annual meeting, or until the respective successors are elected and qualified. The director nominees are myself, George Bee, Ryan Zinke, Robert Shafer, and Tara Gilfillan. Information about myself and the other members of the board of directors, including our respective biographical backgrounds, is contained in the proxy statement. The board of directors has recommended that you vote for the director nominees. Proposal four: to approve the amendment to U.S. Gold Corp.'s 2020 Stock Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan by 836,385, to a total of 1,167,095 shares.

The board of directors has recommended that you vote for the approval of the amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan by 836,385, to a total of 1,167,095 shares. Proposal five: the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending April 30, 2021. Information about the appointment of Marcum LLP as our independent registered public accounting firm is included in the proxy statement. The board of directors has recommended you vote for the appointment of Marcum LLP as our independent registered public accounting firm. If there is no further business, we will move forward to a discussion of the proposals.

If there is anyone present who wishes to vote his or her shares in person or holds a proxy which he or she wishes to vote, please submit your vote now by clicking on the Vote Your Proxy button on the website and follow the instructions there. Please note that votes should be submitted only if you have not previously given a proxy, if you have revoked a proxy previously given by you, or if you are revoking a proxy previously given by you. If your stock is held in the name of a broker, you must have a proxy signed by the broker giving you the right to vote that stock. The formal segment of the meeting. The formal voting segment of the meeting is now closed. At this time, all completed ballots should have been delivered.

There being no further discussion of the proposals, I now declare the polls closed. I will now report on the results of the voting. More than a majority of the votes cast and entitled to vote on this proposal have been voted to approve, pursuant to Nasdaq Listing Rule 5635(a), of the issuance of shares of our common stock upon conversion of the Series H Convertible Preferred Stock in excess of 20% of our common stock outstanding, as set forth in proposal one. I hereby declare that pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares of our common stock upon conversion of the Series H Convertible Preferred Stock in excess of 20% of our common stock outstanding, has been approved by our stockholders.

More than a majority of votes cast and entitled to vote on this proposal have voted to approve, pursuant to Nasdaq Listing Rules 5635(a) and 5635(d), of the potential issuance of shares of our common stock upon, one, the conversion of Series I Convertible Preferred Stock in excess of 20% of our common stock outstanding, and two, the exercise of certain warrants in excess of 20% of our common stock outstanding, in each case issued in a private placement as set forth in proposal two.

I hereby declare that pursuant to Nasdaq Listing Rule 5635(a) and 5635(d) of the potential issuance of shares of our common stock upon, one, the issuance of the conversion of Series I Convertible Preferred Stock in excess of 20% of our common stock outstanding, and two, the exercise of certain warrants in excess of 20% of our common stock outstanding, has been approved by our stockholders. More than a plurality of the votes of the outstanding shares represented by the proxy at this meeting, entitled to vote in the election of directors, have been voted for the election of the director nominees set forth in proposal three. I hereby declare that the director nominees set forth in proposal three have been duly elected.

More than a majority of the votes cast have been voted to approve the amendment to the U.S. Gold Corp 2020 Stock Incentive Plan, as set forth in proposal four. I hereby declare that the amendment to the U.S. Gold Corp 2020 Stock Incentive Plan has been approved by our stockholders. More than a majority of the votes cast by the holders of our outstanding common stock have been voted to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending April 30th, 2021, set forth in proposal five. I hereby declare that the appointment of Marcum LLP as the company's independent registered public accounting firm for the year ending April 30th, 2021, has been approved by our stockholders. This completes the business of our formal agenda.

We ask that stockholders who wish to submit a question after the meeting contact the company's investor relations team by emailing ir@usgoldcorp.gold or calling 800-557-4550. We will provide written responses on our corporate website to selected questions relating to the annual meeting. If there is no further business, this concludes our annual meeting. The meeting is adjourned. Thank you.

Operator

This does conclude today's conference. You may disconnect your lines at this time. Thank you for your participation. Good luck and be safe.

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