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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

Effective January 6, 2021, the Board of Directors of U.S. Gold (the "Company") increased the size of the Company's Board of Directors from five to six directors (the "Board Increase"). The Company effected the Board Increase pursuant to Article V, Section 1 of its bylaws.

Effective January 6, 2021, the Board of Directors appointed Mr. Michael Waldkirch to the Board of Directors of the Company to fill the vacancy created by the Board Increase. Additionally, effective January 6, 2021, Mr. Waldkirch has replaced Mr. Ryan Zinke as a member of the Audit Committee of the Board of Directors.

Mr. Waldkirch, age 51, holds a Bachelor of Arts in Economics from the University of British Columbia and has been a Certified Professional Accountant since 1998. Since 1999, Mr. Waldkirch has held the position of Senior Partner with the Public Accounting firm Michael Waldkirch & Company Inc., Chartered Professional Accountants, in Vancouver, B.C. From 2010 to the present, Mr. Waldkirch has served as CFO of Gold Standard Ventures Corp. (GSV - TSX-V/NYSE-MKT), Vancouver, BC. From 2016 to the present, Mr. Waldkirch has served as CFO of Barksdale Resources Corp., Vancouver, BC. Additionally, from 2013 to 2017, he served as CFO of NuLegacy Gold Corporation, Vancouver, BC; from 2011 to 2017, he served as CEO and CFO of Spirit Bear Capital Corp., Vancouver, BC; from 2015 to 2016, he served as CFO of GFG Resources Corp., Vancouver, BC; from 2013-2016, he served as CFO of Clear Mountain Resources Corp, Vancouver, BC; from 2014 to 2017, he served as CFO of Consolidated Westview Resource Corp., Vancouver, BC; and from 2008 to 2011, he served as CFO of Northern Star Mining Corp., Vancouver, BC.

There are no arrangements or understandings between Mr. Waldkirch and any other persons pursuant to which he was selected to serve on the Company's Board of Directors. In addition, there are no transactions between the Company and Mr. Waldkirch or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.




Item 8.01 Other Events

On January 11, 2021, the Company issued a press release announcing the appointment of Mr. Waldkirch to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number    Description
99.1        Press Release dated January 11, 2021

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