Blog: U.S. GOLD CORP. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain

On November 16, 2022, Ryan Zinke notified U.S. Gold Corp. (“U.S. Gold” or the
“Company”) that he intends to resign from the Board of Directors (the “Board”)
of the Company, effective December 31, 2022 (the “Effective Date”). Mr. Zinke
will continue to serve as a director until the Company’s Annual Meeting of
Shareholders to be held on December 16, 2022 (the “Annual Meeting”). If
re-elected at the Annual Meeting, Mr. Zinke will continue to serve as a director
until the Effective Date, upon which the Board will address the vacancy created
on the Board in accordance with the Company’s Second Amended and Restated
Bylaws. Mr. Zinke’s departure is due to his election to the U.S. House of
Representatives and is not the result of any disagreement with the Company on
any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On November 22, 2022, U.S. Gold issued a press release announcing Mr. Zinke’s
decision to resign from the Board. A copy of the press release is furnished with
this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01, including the press release,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description
   99.1         Press Release dated November 22, 2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL


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