Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

Commitments and Contingencies
9 Months Ended
Jan. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies



The CK Gold property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases. These leases were assigned to the Company in July 2014 through the acquisition of the CK Gold Project. Leases to explore for or use of natural resources are outside the scope of ASU 2016-02 “Leases”. There are no lease contracts for office space or other Company expenses which qualify for treatment as capital assets under ASU 2016-02.


The Company’s rights to the CK Gold Project arise under two State of Wyoming mineral leases; 1) State of Wyoming Mining Lease No. 0-40828, consisting of 640 acres, and 2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres.


Lease 0-40828 was renewed in February 2013 for a second ten-year term and Lease 0-40858 was renewed for its second ten-year term in February 2014. Each lease requires an annual payment of $2.00 per acre. In connection with the Wyoming Mining Leases, the following production royalties must be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State of Wyoming:


FOB Mine Value per Ton   Percentage Royalty  
$00.00 to $50.00     5 %
$50.01 to $100.00     7 %
$100.01 to $150.00     9 %
$150.01 and up     10 %


The future minimum lease payments at January 31, 2021 under these mining leases are as follows, each payment to be made in the fourth quarter of the respective fiscal years:


Fiscal 2022   $ 2,240  
Fiscal 2023     2,240  
Fiscal 2024     960  
    $ 5,440  


The Company may renew each lease for a third ten-year term, which will require one annual payment of $3.00 per acre for the first year and $4.00 per acre for each year thereafter.


Maggie Creek option:


The Maggie Creek option agreement grants the Company the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing the Initial Earn-in over a seven-year period, as amended:


First agreement year   $ -  
Second agreement year     300,000  
Third agreement year     500,000  
Fourth agreement year     700,000  
Fifth agreement year     1,000,000  
Sixth agreement year     1,000,000  
Seventh agreement year     1,000,000  
    $ 4,500,000  


Once the Initial Earn-in has been met, the Company is required to pay an additional $250,000 to the counter-party to vest the Company’s 50% interest in the Maggie Creek property.


NPRC option:


Pursuant to the Merger (see Note 4), the Company acquired from NPRC a mineral property called Challis Gold located in Idaho pursuant to an option agreement dated in February 2020 which was later amended in June 2020.


The annual advance minimum royalty payments at January 31, 2021 under the option agreement are as follows, each payment to be made in the beginning on the first anniversary of the effective date of this option agreement and continuing until the tenth anniversary:


Fiscal 2022   $ 25,000  
Fiscal 2023     25,000  
Fiscal 2024     25,000  
Fiscal 2025     25,000  
Fiscal 2026 and thereafter     150,000  
    $ 250,000  


100% of the advance minimum royalty payments will be applied to the royalty credits.


On November 11, 2020, the Company entered into a one-year consulting agreement for business advisory services. The term may be extended for an additional 6 months increment by both parties. In consideration for the services, the Company shall pay the consultant $12,500 per month ($3,750 in cash and $8,750 worth of the Company’s common stock) during the first 6 months and $7,500 per month ($3,750 in cash and $3,750 worth of the Company’s common stock) during the last 6 months of the agreement. As of January 31, 2021, the Company recorded accrued expenses of $26,250 in connection with the November 11, 2020 consulting agreement and reflected in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.


Legal Matters


On October 27, 2020, Mandeep Singh (“Plaintiff”), through his attorney, filed a complaint (Singh v. U.S. Gold Corp., et al., Case No. 1:20-cv-08995 (S.D.N.Y.)) in the United States District Court for the Southern District of New York, against the Company and its members (the “Directors”) of the board of directors (the “Board”). As of the date of this Quarterly Report, the Company has not been served with the complaint.


The complaint alleges, among other things, that the Company’s definitive proxy statement on Schedule 14A (as further amended and supplemented, the “proxy statement”) filed with the Commission on September 14, 2020 contains material omissions and materially misleading statements in connection with the acquisition of NPRC (such acquisition, the Merger”) and the related financing transactions and that the Directors breached their duty by failing to disclose the required information in the proxy statement. The complaint seeks to enjoin the Company from taking any actions that would allow the issuances of shares of the Company’s common stock upon the conversion of Series H Convertible Preferred Stock, Series I Convertible Preferred Stock and exercise of certain warrants, all of which were previously issued in connection with the Merger and the related financing or, in the event that the proposed share issuances are consummated, seeks a judgment for damages. The complaint alleges that the proxy statement failed to disclose, among other things, (i) the background process leading up to the Merger and related transactions, (ii) the discussion of due diligence undertaken by the Company and financial analysis prepared in connection with the Merger, (iv) the discussion of the Company’s financial advisor and the fairness opinion delivered by the financial advisor in connection with the Merger, and (v) a summary of financial projections prepared by the Company in connection with the share issuances.


The Company believes that the suit is without merit and intends to defend vigorously against the suit.