DEF 14A of U.S. Gold Corp., Mar 6, 2025

DEF 14A of U.S. Gold Corp.

Filed Mar 6, 2025 · FY20240001493152-25-009283

Open on EDGAR

  1. OTHER MATTERS

    | (5) Includes: (i) 100,750 unrestricted shares of common stock; (ii) 14,199 shares of common stock underlying vested RSUs which are issuable upon Mr. Schafer’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 29,979 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable. Mr. Schafer has no voting rights with respect to the RSUs until the underlying shares are issued. | | (6) Includes options to purchase 9,669 shares of common stock, all of which are currently exercisable. Excludes 17,025 shares of common stock underlying unvested DSUs granted to Ms. Fipke, which are issuable upon Ms. Fipke’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances). Ms. Fipke has no voting rights with respect to the DSUs until the underlying shares are issued. | | (7) Includes: (i) 6,154 unrestricted shares of common stock; (ii) 7,409 shares of common stock underlying vested RSUs, which are issuable upon Mr. Waldkirch’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 29,979 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 577 shares of common stock, all of which are currently exercisable. Excludes 6,272 shares of common stock underlying unvested DSUs granted to Ms. Waldkirch, which are issuable upon Ms. Waldkirch’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances). Mr. Waldkirch has no voting rights with respect to the RSUs and DSUs until the underlying shares are issued. | | (8) Includes: (i) 1,540 unrestricted shares of common stock; (ii) 91,415 shares of common stock underlying vested RSUs, which are issuable upon Mr. Alexander’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 64,686 shares of common stock, of which 48,112 are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable. Excludes: (i) 10,753 shares of common stock underlying unvested RSUs granted to Mr. Alexander, which are issuable upon Mr. Alexander’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); and (ii) options to purchase 16,574 shares of common stock. Mr. Alexander has no voting rights with respect to RSUs until the underlying shares are issued. | | (9) Includes: (i) 308 unrestricted shares of common stock; (ii) 36,340 shares of common stock underlying vested RSUs, which are issuable upon Mr. Francis’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 47,989 shares of common stock, of which 37,112 are currently exercisable; and (iv) warrants to purchase 154 shares of common stock, all of which are currently exercisable. Excludes: (i) 7,057 shares of common stock underlying unvested RSUs granted to Mr. Francis, which are issuable upon Mr. Francis’s resignation from the Company (subject to acceleration and forfeiture in certain circumstances); and (ii) options to purchase 10,877 shares of common stock. Mr. Francis has no voting rights with respect to RSUs until the underlying shares are issued. | | (10) Includes: (i) 700,545 unrestricted shares of common stock reported in the Schedule 13G/A filed with the SEC on January 3, 2025 (the “Phoenix SC 13G/A”); and (ii) warrants to purchase 333,262 shares of common stock, all of which are currently exercisable and reported in the Phoenix SC 13G/A. The business address of the beneficial owner as disclosed in the Phoenix SC 13G/A is Suite 10.3, West Wing, Rohas Tecnic, No. 9 Jalan P.Ramlee, 50250 Kuala Lumpur, Malaysia. | | (11) Includes: (i) 910,123 unrestricted shares of common stock, which the reporting person has sole power to vote and dispose or to direct the disposition of, as reported in the Schedule 13G/A filed with the SEC on May 7, 2024 (the “Akin SC 13G/A”); and (ii) warrants to purchase 140,000 shares of common stock, all of which are currently exercisable and reported in the Akin SC 13G/A. The business address of the beneficial owner as disclosed in the Akin SC 13G/A is 30 Liberty Ship Way, Suite 3110, Sausalito, California 94965. |

  2. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  3. NOMINEES FOR DIRECTOR

    | Name | Age | Position | Director Since | | Luke Norman | 54 | Executive Chairman | 2022 | | George Bee | 66 | President, Chief Executive Officer and Director | 2020 | | Johanna Fipke | 46 | Director | 2024 | | Robert W. Schafer | 71 | Director | 2020 | | Michael Waldkirch | 55 | Director | 2021 |

  4. NOMINEES FOR DIRECTOR

    The Nominating and Governance Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for election or re-election as a member of our Board.

  5. Nominees Biographies

    Nominees Biographies Luke Norman has been serving as our director since May 2022. Mr. Norman has served as the chief executive officer, president and director of Northern Lion Gold Corp. (TSXV: NL), a Canada-based mineral exploration company, since December 2017. Since March 2021, he has also served as the chief executive officer and director of Leviathan Gold Ltd. (TSXV: LVX), another mineral exploration company. Since 2000, Mr. Norman has served as an independent consultant to companies in the metals and mining industry. He has also served since 2016 as the chairman of Silver One Resources (TSXV: SVE and FSE: BRK1) and since 2020 as a director of Black Mountain Gold USA Corp. (TSXV: BMG), both of which are mineral exploration companies. Mr. Norman was among the founding shareholders of Gold King Corp., a private company that combined with our predecessor, Dataram Corporation, in 2016 to form U.S. Gold Corp. Mr. Norman is qualified to serve as Chairman of the Board because of his expertise in mineral exploration, finance, corporate governance, mergers and acquisitions and corporate leadership. George Bee has been serving as our director since November 2020, as our President since August 2020 and as our Chief Executive Officer since November 2020. Mr. Bee served as the Chairman of our Board from March 2021 until May 2022. He is a senior mining industry executive, with deep mine development and operational experience. He has an extensive career advancing world-class gold mining projects in eight countries on three continents for both major and junior mining companies. Currently, he serves as the Company’s President, a position he has held since August 2020, when, pursuant to the terms and conditions of the Merger Agreement, Mr. Karr relinquished his position as President and our Board appointed Mr. Bee as President of the Company, effective on the closing of the Merger. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (“Barrick Gold”) (NYSE: GOLD) as Senior VP Frontera District in Chile and Argentina working to advance Pascua Lama feasibility as an underground mine. This capped a 16-year tenure at Barrick Gold, where he served in multiple senior level positions, including Mine Manager at Goldstrike during early development and operations, Operations Manager at Pierina Mine taking Pierina from construction to operations, and General Manager of Veladero developing the project from advanced exploration through permitting, feasibility and into production. Previously, Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, President and CEO of Andina Minerals Inc. from February 2009 until January 2013 and Chief Operating Officer for Aurelian Resources, Inc. from 2007 to 2009. As Chief Operating Officer of Aurelian Resources in 2007, he was in charge of project development for Fruta del Norte in Ecuador until Aurelian was acquired by Kinross Gold in 2008. Mr. Bee has served on the board of directors of Stillwater Mining Company, Sandspring Resources Ltd., Jaguar Mining, Peregrine Metals Ltd. and Minera IRL. He received a Bachelor of Science degree from the Camborne School of Mines in Cornwall, United Kingdom. He also holds ICD.D designation from the Institute of Corporate Directors. Mr. Bee is qualified to serve on the Board because of his deep industry-knowledge and global experience in senior leadership roles. Johanna Fipke has been serving as our director since April 2024, is currently a partner at Fasken Martineau DuMoulin LLP, one of Canada’s leading national law firms, and has been with the firm since 2010. Ms. Fipke has over 20 years of experience advising on mergers, acquisitions and commercial transactions involving domestic and international mining companies and properties, project finance (including debt and alternative sources including as streams, royalties and prepayment offtakes) and project development. Ms. Fipke has been recognized for her mining expertise by Lexpert, Who’s Who Legal, the Best Lawyers in Canada, and the Legal 500. Ms. Fipke is a former director of Women in Mining British Columbia and Nova Royalty Corp. (TSXV: NOVR). She holds a Bachelor of Law, Bachelor of Commerce, and Bachelor of Arts, each with distinction, from the University of Alberta and is a member of the Law Societies of British Columbia, Northwest Territories and Nunavut. In 2018, Ms. Fipke was awarded by Women in Mining UK as one of the top 100 Global Inspirational Women in Mining. Robert W. Schafer, P.GEO, MSC., has been serving as our director since November 2020. He is a registered professional geologist with over 35 years international experience exploring for and discovering mineral deposits, four were producing mines including the Briggs (over one million ounces) and Griffon gold mines in the Western United States and Birkachan (over one million ounces) gold mine in far east Russia, and identifying, evaluating and structuring business transactions globally having worked in more than 80 countries. Currently, Mr. Schafer is the Chief Executive Officer of Eagle Mines Management LLC, a globally active private natural resources corporation, which he founded in 2016. Prior to this, from 2004 to 2015, he served as Executive Vice President of Business Development at Hunter Dickinson Services Inc., a diversified, global mining group. Mr. Schafer also previously served as Vice President, Exploration of Kinross Gold Corporation (NYSE: KGC), a senior gold mining company with a diverse portfolio of mines and projects, from 1996 to 2003. Prior to that, he held senior positions at BHP Minerals and Billiton Metals. Mr. Schafer is the 2020 to 2021 president of the Society for Mining, Metallurgy and Exploration (“SME”). He is also past president and board member of the Prospector & Developers Association of Canada (“PDAC”), past president of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), and past president of the Mining and Metallurgical Society of America. He was a member of the board of governors for the U.S. National Mining Hall of Fame and a member of the board of directors of the Canadian Mining Hall of Fame. He is the first person to hold all of these leadership roles in both the U.S. and Canada. Mr. Schafer is also the recipient of the William Lawrence Saunders Gold Medal from AIME, as well as the prestigious Daniel C. Jackling Award and Robert A. Dreyer Award from SME for technical achievements and leadership in the mining industry during his career. He is a fellow of the Society of Economic Geologists, CIM, and SME, and a certified director under Institute of Corporate Directors. Mr. Schafer has served on the board of directors of select mining companies, including his current service on the boards of directors of Amur Minerals Corporation (AIM: AMC), Volcanic Gold Mines Inc. (TSX-V: VG), Temas Resources (CSE: TMAS), United Lithium (CSE: ULTH) and Electric Royalties (TSXV: ELEC.V). His prior board service includes Trillium Gold Mines Inc. (TSXV: TGM), Lincoln Mining (TSX-V: LMG), Renaissance Gold (TSXV: REN), Trigon Metals (TSXV: TM), Orex Minerals (TSXV: REX), Orosur Mining (TSX: OMI), and Cardinal Resources (ASX and TSX: CDV). Robert earned a BS and MS in Geology at Miami University (Ohio) as well as an MS in Mineral Economics and completed studies and research toward a PhD in Geology at the University of Arizona. He also completed the Executive Business Management program at Stanford. Mr. Schafer is qualified to serve on the Board because of his exceptional industry knowledge and experience as well as his extensive experience serving on boards of directors.

  6. Nominees Biographies

    Michael Waldkirch has been serving as our director since January 2021. Mr. Waldkirch is a Chartered Professional Accountant in the U.S. and Canada since 1998 and was the Chief Financial Officer of Gold Standard Ventures Corp. (TSX and NYSE American: GSV) in Vancouver, British Columbia, Canada. He has also held the position of Senior Partner with the public accounting firm Michael Waldkirch and Company Inc., Chartered Professional Accountants, in Vancouver, B.C. since 1999. From 1997 to 2011, he held the position of principal with JBH Professional Services Inc., a business consulting firm located in Richmond, B.C. Mr. Waldkirch holds a Bachelor of Arts in Economics from the University of British Columbia. Mr. Waldkirch is qualified to serve on the Board because of his financial expertise coupled with his deep knowledge of the mining industry. Unless authority to vote for the nominees named above is withheld, the shares represented by the proxy will be voted FOR the election of such nominees as directors. In the event that any of the nominees shall become unable or unwilling to serve, the shares represented by the proxy will be voted for the election of such other person as the Board may recommend in such nominee’s place. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.

  7. Vote Required

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Luke Norman(1) | $- | $- | $- | $120,000 | $120,000 | | Robert W. Schafer(2) | $40,000 | $- | $- | $- | $40,000 | | Tara Gilfillan(3) | $33,528 | $- | $- | $- | $33,528 | | Michael Waldkirch(4) | $32,024 | $- | $- | $- | $32,024 | | Johanna Fipke(5) | $444 | $- | $- | $- | $444 |

  8. Vote Required

    | Name and principal position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All other compensation ($) | Total ($) | | George Bee | 2024 | $300,000 | $- | $- | $- | $- | $300,000 | | Chief Executive Officer (PEO) | 2023 | 300,000 | - | - | 49,650(4) | - | 349,650 | | Eric Alexander | 2024 | $240,000 | $- | $- | $- | $- | $240,000 | | Chief Financial Officer (Principal Financial and Accounting Officer) | 2023 | 240,000 | - | - | 49,650(5) | - | 289,650 | | Kevin Francis | 2024 | $220,000 | $- | $- | $- | $- | $220,000 | | Vice President – Exploration and Technical Services | 2023 | 220,000 | - | - | 49,650(6) | - | 269,650 |

  9. Vote Required

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(1) | Net Income | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | $300,000 | $262,801 | $230,000 | $224,346 | $38.00 | $(6,897,483) | | 2023 | $349,650 | $206,651 | $279,650 | $250,376 | $39.18 | $(7,614,204) | | 2022 | $724,750 | $112,843 | $375,758 | $335,253 | $51.36 | $(13,930,882) |