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

Executive summary

• Annual Meeting scheduled for April 27, 2026, will be held virtually to maximize shareholder participation regardless of location.

• Record date for voting is February 26, 2026, with 16,501,163 shares outstanding, each entitled to one vote.

• Two main proposals: election of five directors and ratification of CBIZ CPAs P.C. as independent auditor for FY ending April 30, 2026.

• Board recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing five director nominees and ratifying the appointment of CBIZ CPAs P.C. as auditor.

• Plurality voting applies for directors; majority of votes cast required for auditor ratification.

• Shareholder proposals for the next annual meeting must be received by June 5, 2026, for proxy inclusion.

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 but Technical are chaired and comprised solely of independent directors.

• Annual self-evaluation of board and committees; code of ethics and whistleblower policy in place.

• Board actively oversees risk, including cybersecurity, with committees focusing on specific risk areas.