A Commitment to Best Practice Corporate Governance

U.S. Gold Corp.’s Board of Directors and management are committed to best practice corporate governance. Our corporate governance policies provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law.

Ensuring that U.S. Gold Corp.'s financial results fairly reflect the results of our operations is of paramount importance to this company and our investors. We have always been diligent in maintaining compliance with our established financial accounting policies, which are consistent with requirements of generally accepted accounting principles (GAAP), and for reporting our results with objectivity and the highest degree of integrity. We are committed to providing financial information that is transparent, timely, complete, relevant and accurate.

We are also committed to rigorously and diligently exercising our oversight responsibilities throughout the company, managing our affairs consistent with the highest principles of business ethics, and exceeding the corporate governance requirements of both federal law and the NASDAQ. The steps we have taken to fulfill this commitment include:

• Our Board has adopted clear corporate governance policies
• Our Board has adopted majority voting for uncontested elections of directors
• A majority of our Board members are independent of U.S. Gold Corp. and its management
• All members of our key Board committees (audit, compensation and nomination committees) are independent
• The independent members of our Board meet regularly without the presence of management
• We have a clear code of business conduct and corporate governance
• The charters of our Board committees clearly establish their respective roles and responsibilities
• We have an ethics office with a hotline available to all employees, and our audit committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls, or auditing matters
• We have adopted a code of ethics that applies to our principal executive officer and all members of our finance department, including the principal financial officer and accounting officer

U.S. Gold Corp. is dedicated to maintaining the high standards of financial accounting and reporting we have established. Our culture demands integrity and an unyielding commitment to strong internal practices and policies. We have the highest confidence in our financial reporting, our underlying system of internal controls and our people, who are objective in their responsibilities and operate under the highest level of ethical standards. We thank you for the confidence you have placed in us.

The Board of Directors