NOTE 8 — RELATED PARTY TRANSACTIONS

On January 7, 2021, the Company entered into a one-year consulting agreement (the “January 2021 Agreement”) with a director. On January 6, 2022, the Company and the director mutually agreed to extend the term of the agreement for an additional 12 months under the same terms as the initial agreement (the “January 2022 Extension”). The terms of the January 2022 Extension remain the same as stipulated in the January 2021 Agreement. In consideration for the services provided pursuant to the January 2022 Extension, the director was paid an annual fee of $86,000 consisting of shares of the Company’s common stock with a value of $50,000, paid within five days of the effective date of the January 2022 Extension, and cash payments of $36,000, paid in increments of $3,000 per month. In January 2022, and in connection with the January 2022 Extension, the Company issued 5,814 shares of common stock to the director. Effective December 31, 2022, the director resigned from the Board. Accordingly, the Company also issued 7,927 shares of common stock in connection with vested RSUs on the date of resignation. During the fiscal years ended April 30, 2023 and 2022, the Company paid consulting fees in cash of $24,000 and $36,000, respectively, to the director. The Company paid consulting fees to such director of $0 and $9,000 in cash during the three months ended July 31, 2023 and 2022, respectively.

On March 10, 2021, the Company entered into a one-year consulting agreement (the “March 2021 Agreement”) with an individual who subsequently was appointed as a director of the Company on May 18, 2022, to provide services related to investor and strategic introductions for potential mergers and acquisitions and other potential and strategic relationships to add shareholder value. On March 10, 2022, the Company and the director mutually agreed to extend the March 2021 Agreement for an additional 12 months (the “March 2022 Extension”). On March 10, 2023, the Company and the director further extended the March 2021 Agreement for another 12 months (the “March 2023 Extension”). The terms of the March 2022 Extension and the March 2023 Extension remain the same as stipulated in the March 2021 Agreement. In consideration for the services provided pursuant to the March 2022 Extension and the March 2023 Extension, the director was paid an annual fee of $250,000 consisting of shares of the Company’s common stock with a value of $130,000 paid within five days of the effective date of the applicable extension, and cash payments of $120,000, paid in increments of $10,000 per month. In April 2022 and March 2023, the Company issued 14,286 shares and 33,419 shares of common stock pursuant to March 2022 Extension and the March 2023 Extension, respectively, to the director. During the fiscal years ended April 30, 2023 and 2022, the Company paid consulting fees in cash of $120,000 and $120,000, respectively, to the director. The Company paid consulting fees to such director of $30,000 and $30,000 in cash during the three months ended July 31, 2023 and 2022, respectively. Additionally, as of July 31, 2023, the Company recorded accounts payable and accrued expenses totaling $55,410 due to such director and was included in accounts payable and accrued liabilities.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2023