U.S. Gold Corp. (USAU) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 13, 2026, will be held virtually to maximize shareholder participation regardless of location.

• Shareholders will vote on electing five directors and ratifying the appointment of CBIZ CPAs P.C. as independent auditor for FY ending April 30, 2027.

• Record date for voting is August 14, 2026, with 16,526,163 shares outstanding, each entitled to one vote.

• Proxy materials are distributed primarily via internet access to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Two proposals: (1) election of five directors, (2) ratification of CBIZ CPAs P.C. as auditor.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the next annual meeting by April 29, 2027, or within specified windows if the meeting date changes.

Board of directors and corporate governance

• Board consists of five members, three of whom are independent; leadership structure separates CEO and Chair roles, with a Lead Independent Director.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Technical, all chaired by independent directors.

• Annual self-evaluation of board and committees; Code of Ethics and Whistleblower Policy in place.

• Board and committees actively oversee risk, including cybersecurity and compliance.

• Director nominees bring expertise in mining, finance, law, and corporate governance.