STOCKHOLDERS’ EQUITY | NOTE 10 — STOCKHOLDERS’ EQUITY As of April 30, 2022, authorized capital stock consisted of 200,000,000 0.001 50,000,000 0.001 1,300,000 400,000 45,002 7,402 2,500 1,250 127 106,894 921,666 Series H Convertible Preferred Stock Northern Panther Merger Agreement On August 10, 2020, the Company entered into the Merger Agreement with Acquisition Corp., NPRC and the Stockholder Representative named therein, pursuant to which the Company agreed to issue (i) 581,053 106,894 On August 11, 2020, the Company filed a Certificate of Designations, Preferences and Rights of the Series H Preferred Stock with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series H Preferred Stock and the number, relative rights, preferences and limitations thereof. Pursuant to the Certificate of Designations, 106,894 The Series H Preferred Stock was convertible into common stock on a 1 for 10 basis 1,068,940 106,894 In connection with the Merger, Luke Norman Consulting Ltd. received a finder’s fee equal to the quotient of (a) 5% of the purchase value for the Merger and (b) the 30-day Volume Weighted Average Price (“VWAP”) of a share of the Company’s common stock as reported on the Nasdaq Capital Market prior to the execution Merger Agreement, which was paid in 82,500 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 The total consideration given consist of the shares of common stock and common stock equivalents of 1,650,000 7.6612 12,640,980 During the year ended April 30, 2021, all Series H Preferred Stock had converted and there were no Series I Convertible Preferred Stock Securities Purchase Agreement In connection with the Merger, on August 10, 2020, the Company entered into a securities purchase agreement (the “SPA”) with certain investors, pursuant to which the Company sold to such investors in a private placement (i) an aggregate of 921,666 0.001 921,666 6.00 5,530,004 On August 11, 2020, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series I Preferred Stock (the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series I Preferred Stock and the number, relative rights, powers, preferences, privileges and restrictions thereof. Pursuant to the Series I Certificate of Designations, 921,666 921,666 921,666 The fair value of the Series I Preferred Stock and warrants if converted on the date of issuance was greater than the value allocated to the Series I Preferred Stock and warrants. As a result, the Company recorded a BCF of approximately $ 5.5 During the year ended April 30, 2021, all Series I Preferred Stock had converted and there were no Common Stock issued for cash Pursuant to the February 2021 Purchase Agreement closed on February 1, 2021, the Company issued and sold to the Purchasers (i) in the Offering an aggregate of 914,136 10.54 457,068 14.50 9,635,967 636,890 A holder of such warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. On January 27, 2021, the Company entered into an amendment to that certain engagement agreement (“Engagement Agreement Amendment”) with Palladium Capital Group, LLC (“Palladium”), dated March 29, 2020, in connection with the Offering, among other things. Pursuant to the Engagement Agreement Amendment, the Company agreed to pay Palladium a cash fee equal to 8 46,490 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 On February 14, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering of 384,741 6.50 192,370 8.00 2,500,817 30,767 On March 15, 2022, the Company entered into a definitive agreement (the “Definitive Agreement”) with a single institutional investor in connection with a registered direct offering of 625,000 shares of the Company’s common stock at a price of $ 8.00 per share and warrants to purchase 625,000 shares of the Company’s common stock at an exercise price of $ 8.60 per share (the “Securities”), resulting in total gross proceeds of $ 5 415,000 and legal related offering expenses of $ 25,399 440,399 The warrants are exercisable six months following the date of issuance and will expire 5 years following the initial exercise date. The closing of the sale of the Securities occurred on March 18, 2022. These 625,000 SCHEDULE OF WARRANT LIABILITY Net proceeds on March 18, 2022 $ 4,559,601 Less: Proceeds allocated to warrant liability (3,652,000 ) Plus: Offering cost associated with warrant liability 190,840 Net proceeds on March 18, 2022 allocated to equity $ 1,098,441 Pursuant to ASC 470-20-25, if the warrants are classified as liability, the proceeds should be allocated first to the warrants based on their fair value (not relative fair value). The residual should be allocated to the remaining equity instruments. Common Stock Issued, Restricted Stock Awards, and RSU’s Granted for Services On July 31, 2020, the Company granted to four former directors of the Company an aggregate of 1,875 1,875 15,244 8.13 On August 11, 2020, the Company issued 82,500 82,500 786,225 9.53 On September 16, 2020, the Company and David Rector, the Company’s former Chief Operating Officer, agreed by mutual understanding that Mr. Rector’s employment as an officer and employee of the Company would terminate, effective as of October 31, 2020 (the “Separation Date”). In connection with Mr. Rector’s departure, the Company entered into a General Release and Severance Agreement with Mr. Rector (the “Separation Agreement”), pursuant to which Mr. Rector provided certain transition services to the Company from the Separation Date until December 31, 2020. Pursuant to the Separation Agreement, Mr. Rector received (i) a prorated annual bonus for the 2020 calendar year and through the Separation Date equal to $ 150,000 150,000 18,502 150,000 8.11 77,250 7,500 7,500 7,500 On September 17, 2020, the Compensation Committee of the Board awarded five directors of the Company an aggregate of 12,500 12,500 140,125 11.21 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 On September 17, 2020, the Company issued 30,107 The Company agreed to pay Mr. Karr a bonus in the amount of $450,000 payable as follows: (i) 75% or $337,500 of the bonus payable in fully vested shares of common stock and (ii) the remaining 25% or $112,500 in cash which was paid in October 2020. The $ 337,500 30,107 337,500 11.21 On October 31, 2020, the Company granted four former directors of the Company an aggregate of 1,875 1,875 15,206 8.11 On October 31, 2020, the Company paid its former Chief Financial Officer for accounting services rendered from February 2020 to September 2020 by issuing 1,857 7.08 13,145 On November 9, 2020, the Company issued an aggregate of 188 1,598 8.50 On December 8, 2020, the Company entered into a one-year consulting agreements for investor relation services under which it was required to pay for services either in cash or shares of the Company’s common stock. On December 8, 2020, the Company issued 5,009 56,250 11.23 23,437 32,813 32,813 On December 9, 2020, the Company granted an aggregate of 254,464 The RSUs vested 25% on the date of issuance and 25% vest on each of the first, second and third anniversaries of the date of grant. 254,464 2,852,541 11.21 On December 9, 2020, the Company granted 50,000 The RSUs vesting terms were 25% on the date of issuance and 25% vest on each of the first, second and third anniversaries of the date of grant. 50,000 560,500 11.21 560,500 50,000 On December 9, 2020, the Company granted an aggregate of 13,392 13,392 150,124 11.21 On January 7, 2021, the Company entered into another one-year agreement with a director of the Company (see Note 8). On January 7, 2021, the Company issued 3,222 50,000 15.52 16,667 33,333 33,333 Between January 2021 and April 2021, the Company issued an aggregate of 8,047 8,047 95,565 11.88 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 On February 14, 2021, the Company granted an aggregate of 3,946 3,946 50,000 12.67 On June 1, 2021, the Company granted 2,097 2,097 25,000 11.92 On June 9, 2021, the Company issued 25,000 25,000 258,500 10.34 14,203 244,297 On July 19, 2021, the Company granted 15,322 15,322 150,000 9.79 25% On October 20, 2021, the Company issued 1,116 On October 22, 2021, the Company issued an aggregate of 2,162 2,162 22,500 10.41 On October 22, 2021, the Company issued an aggregate of 2,824 2,824 30,000 10.62 5,000 25,000 On January 24, 2022, the Company issued an aggregate of 47,108 47,108 326,475 6.93 On January 24, 2022, the Company issued an aggregate of 13,852 13,852 96,000 6.93 On January 24, 2022, the Company issued an aggregate of 25,685 25,685 178,000 6.93 On April 9, 2022, the Company issued 25,000 25,000 157,000 6.28 13,083 143,917 On April 22, 2022, the Company issued an aggregate of 2,749 2,749 22,500 8.18 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 On April 22, 2022, the Company issued an aggregate of 3,708 3,708 30,000 8.09 On April 22, 2022, the Company issued an aggregate of 5,814 5,814 50,000 8.60 16,667 33,333 On April 25, 2022, the Company issued 5,168 7,353 5,168 60,000 11.61 7,500 52,500 7,353 60,000 8.16 7,500 52,500 On April 25, 2022, the Company issued 12,634 12,634 130,000 10.29 14,286 14,286 130,000 9.10 130,000 16,250 113,750 Total stock compensation expense for awards issued for services of $ 1,386,512 1,868,368 1,399,698 1.66 Common Stock issued for exercise of Stock Warrants In October 2020, the Company issued 10,000 70,000 In November and December 2020, the Company issued an aggregate of 168,571 1,179,997 In December 2020, the Company issued 33,858 109,688 Between February 2021 and March 2021, the Company issued an aggregate of 178,571 1,249,997 In February 2021, the Company issued 91,894 166,666 In April 2022, the Company issued 166,667 1,000,000 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 Equity Incentive Plan In August 2017, the Board approved the Company’s 2017 Plan including the reservation of 165,000 On August 6, 2019, the Board approved and adopted, subject to stockholder approval, the 2020 Plan. The 2020 Plan reserves 330,710 836,385 1,167,095 Stock options The following is a summary of the Company’s stock option activity during the years ended April 30, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Balance at April 30, 2020 100,000 $ 14.31 2.87 Granted — — — Exercised — — — Forfeited — — — Cancelled (5,000 ) — — Balance at April 30, 2021 95,000 $ 14.63 1.57 Granted 58,060 6.93 5.00 Exercised — — — Forfeited — — — Cancelled (5,000 ) 13.40 — Balance at April 30, 2022 148,060 11.65 2.23 Options exercisable at end of period 128,410 $ 12.38 Options expected to vest 19,650 $ 6.93 Weighted average fair value of options granted during the period $ 4.52 At April 30, 2022 and 2021, the aggregate intrinsic value of options outstanding and exercisable were de minimis In September 2020, the Board approved the acceleration of the vesting terms of the 50,000 25,000 75,000 December 21, 2022 133,439 75,000 On January 24, 2022, the Company granted an aggregate of 26,200 5 6.93 The options vest 25% on the date of grant and 25% each next three years U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 On January 24, 2022, the Company granted an aggregate of 21,240 5 6.93 On January 24, 2022, the Company granted an aggregate of 10,620 5 6.93 The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, 2022. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION For the Year Ended Risk free interest rate 1.53 % Dividend yield 0.00 % Expected volatility 82 % Contractual term (in years) 5.0 Forfeiture rate 0.00 % Stock-based compensation for stock options recorded in the consolidated statements of operations totaled $ 183,475 194,761 78,948 2.73 Stock Warrants The following is a summary of the Company’s stock warrant activity during the years ended April 30, 2022 and 2021: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Weighted Average Remaining Contractual Warrants with no Class designation: Balance at April 30, 2020 527,378 $ 14.83 3.73 Granted 1,425,224 9.09 5.18 Exercised (523,808 ) 6.68 4.03 Forfeited — — — Canceled — — — Balance at April 30, 2021 1,428,794 $ 12.00 4.08 Granted 817,370 8.46 5.39 Exercised (166,667 ) 6.00 3.33 Forfeited (170,235 ) 31.25 — Canceled — — — Balance at April 30, 2022 1,909,262 9.29 4.38 Class A Warrants: Balance at April 30, 2020 219,375 11.40 4.22 Granted — — — Exercised (109,688 ) 11.40 3.22 Forfeited — — — Canceled — — — Balance at April 30, 2021 109,687 11.40 3.22 Granted — — — Exercised — — — Forfeited — — — Canceled — — — Balance at April 30, 2022 109,687 11.40 2.22 Total Warrants Outstanding at April 30, 2022 2,018,949 $ 9.41 4.27 Warrants exercisable at end of period 1,393,949 $ 9.77 Weighted average fair value of warrants granted during the period $ — U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 As of April 30, 2022, the aggregate intrinsic value of warrants outstanding and exercisable were de minimis In relation to the issuance of the shares of Series I Convertible Preferred Stock on August 10, 2020, the Company issued 921,666 5,530,004 SCHEDULE OF WARRANTS ISSUED Warrants Issued During the Year ended Expected volatility 169.0 % Stock price on date of grant $ 9.53 Exercise price $ 6.00 Expected dividends - Expected term (in years) 5.00 Risk-free rate 0.27 % Expected forfeiture rate 0 % The fair value of the warrants was credited to Additional paid-in capital, and also represented a deemed dividend to those shareholders, which was charged to Additional paid-in capital, therefore with no effect on that account. In October 2020, the Company issued 10,000 70,000 In November and December 2020, the Company issued an aggregate of 168,571 1,179,997 In December 2020, the Company issued 33,858 109,688 Between February 2021 and March 2021, the Company issued an aggregate of 178,571 1,249,997 In February 2021, the Company issued 91,894 166,666 Concurrent with the sales of common stock on February 1, 2021, the Company issued 457,068 14.50 46,490 Concurrent with the sales of common stock on February 14, 2022, the Company issued warrants to purchase 192,370 8.00 five years Concurrent with the sale of common stock on March 18, 2022, the Company issued warrants to purchase 625,000 8.60 5 These These 625,000 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2022 In April 2022, the Company issued 166,667 1,000,000 |