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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