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

Executive summary

• Annual Meeting scheduled for April 28, 2025, will be held virtually to maximize shareholder participation regardless of location.

• Four main proposals: election of five directors, auditor ratification, say-on-pay, and say-on-pay frequency.

• Board recommends voting FOR all proposals and a THREE-YEAR frequency for say-on-pay.

• Record date for voting is March 3, 2025, with 12,486,116 shares outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Proposals include: electing five directors, ratifying Marcum LLP as auditor, approving executive compensation, and determining frequency of future say-on-pay votes.

• Board recommends FOR all nominees and proposals, and a THREE-YEAR interval for say-on-pay frequency.

• Shareholders may submit proposals for the next annual meeting by November 6, 2025, 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 under Nasdaq rules.

• 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 leadership structure separates CEO and Executive Chairman roles.