DEF 14A of U.S. Gold Corp.
Filed Mar 10, 2026 · FY20250001493152-26-009445
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| Name | Age* | Position | Director Since | | Luke Norman | 54 | Executive Chairman | 2022 | | George Bee | 67 | President, Chief Executive Officer and Director | 2020 | | Johanna Fipke | 47 | Director | 2024 | | Robert W. Schafer | 72 | Director | 2020 | | Michael Waldkirch | 56 | Director | 2021 |
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* Age is provided as of the Record Date. 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. Nominees Biographies Luke Norman has been serving as our director and Chairman of our board 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 to 2023 as a director of Black Mountain Gold USA Corp. (now known as Millennial Potash Corp.) (TSXV: MLP.V), both of which are mineral exploration companies. Mr. Norman has also served since 2021 on the board of LDB Capital Corp. (TSXV: LDB.P) a capital pool company. 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. Mr. Bee’s employment agreement with the Company, effective December 4, 2020, provides that the Company will cause Mr. Bee to serve as a member of the Board. 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. He also currently serves as the Company’s Chief Executive Officer, a position he has held since November 2020. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (“Barrick Gold”) (now known as Barrick Mining Corporation) (NYSE: B) 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 Limited. 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. Ms. Fipke 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 named by Women in Mining UK as one of the top 100 Global Inspirational Women in Mining. Ms. Fipke is qualified to serve on the Board because of her knowledge and background in mergers, acquisitions and commercial transactions, project finance and project development, all in the mining industry.
NOMINEES FOR DIRECTOR
Robert W. Schafer, P.GEO, MSC., has been serving as our director since November 2020. He is a registered professional geologist with over 40 years of international experience exploring for and discovering mineral deposits, four became 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, privately owned 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 was 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 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 the American Institute of Metallurgical Engineers, 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 the 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 Volcanic Gold Mines Inc. (TSX-V: VG), United Lithium (CSE: ULTH) and Electric Royalties Ltd. (TSXV: ELEC.V). His prior board service included Trillium Gold Mines Inc. (now known as Renegade Gold) (formerly TSXV: TGM) from 2021 to 2023, Renaissance Gold Inc. (TSXV: REN) from 2023 to 2024, Cardinal Resources (formerly ASX and TSX: CDV) from 2019 to 2023, Temas Resources (CSE: TMAS) from 2023 to 2024, Lincoln Mining Corporation (TSX-V: LMG) from 2014 to 2025, and Amur Minerals Corporation (AIM: AMC), from 2004 to 2024, which changed its name to CRSIM Therapeutics in May 2024. 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 Ph.D. 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 as a corporate director. Michael Waldkirch has been serving as our director since January 2021. Mr. Waldkirch has been a Chartered Professional Accountant in 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 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. Mr. Waldkirch has also held the position of CFO for Barksdale Capital Corp. (TSX-V: BRO) since August 2016 and has acted as an independent director and chairman of the audit committee for Saga Metals Corp. (TSX-V: SAGA) since April 2024. 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. Family Relationships There are no family relationships among our executive officers and directors. Involvement in Certain Legal Proceedings There have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of our directors or executive officers, or in which any director, officer, nominee or principal stockholder, or any affiliate thereof, is a party adverse to us or has a material interest adverse to us. Vote Required The nominees for director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees, or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and will have no effect on the results. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS. CORPORATE GOVERNANCE General We are committed to maintaining strong corporate governance practices that benefit the long-term interests of our stockholders by providing for effective oversight and management of our Company. Our governance policies, including our Corporate Governance Principles, Code of Ethics, and committee charters can be found on our website at www.usgoldcorp.com by following the link to “Investors” and then to “Corporate Governance” and then to “Governance Documents.” The Nominating and Governance Committee regularly reviews our Corporate Governance Principles, Code of Ethics, and committee charters to ensure that they take into account our developments, changes in regulations and listing requirements, and the continuing evolution of best practices in the area of corporate governance. The Board conducts an annual self-evaluation in order to assess whether the directors, the committees, and the Board are functioning effectively. Code of Ethics and Business Conduct and Whistleblower Policy
NOMINEES FOR DIRECTOR
Our Code of Ethics and Business Conduct (the “Code”) applies to our employees, directors, and officers. This includes our President and Chief Executive Officer and our Chief Financial Officer. We require that they avoid conflicts of interest, comply with applicable laws, protect our assets, and conduct business in an ethical and responsible manner and in accordance with the Code. The Code prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts, or any other unfair dealing practice. The Code requires employees to comply with all applicable laws, rules, and regulations wherever in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions. We intend to provide any required disclosure of an amendment to or waiver from our Code on our website at www.usgoldcorp.com. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure. We also have a Whistleblower Policy that provides a framework for receiving, retaining, and addressing concerns and complaints about accounting, internal accounting controls, auditing matters, fraud, any violation of law, or rules or regulations of our Code, free of any retaliation or harassment. The Whistleblower Policy can be found on our website at www.usgoldcorp.com by following the link to “Investors” and then to “Corporate Governance” and then to “Governance Documents.” Board Composition Our Articles of Incorporation, as amended (the “Charter”), and our Bylaws provide that our Board will consist of no more than fifteen and no less than three members, such number of directors to be determined from time to time pursuant to a resolution adopted by a majority of the total number of authorized directors. Independence of Directors Our Board is currently comprised of five members, three of whom are independent directors. Assuming the Company’s Director Nominees are elected at the Annual Meeting, the Board will be comprised of five members, three of whom will be independent directors. If elected at the Annual Meeting, Mr. Bee and Mr. Norman will not be independent directors. The Board, upon recommendation of the Nominating and Governance Committee, unanimously determined that each of Messrs. Schafer and Waldkirch and Ms. Fipke is “independent,” as such term is defined in the Nasdaq Stock Market Rules (“Stock Market Rules”). Board Leadership Structure The Board believes that the Company’s stockholders are best served if the Board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. Accordingly, the Company’s Corporate Governance Principles provide that the Board may combine or separate the roles of the Chief Executive Officer and Chair of the Board, as it deems advisable and in the best interests of the Company and its stockholders. The directors have concluded that the most effective leadership structure for us at the present time is for Mr. Bee to serve as our Chief Executive Officer and Mr. Norman as Chair of the Board. The current leadership structure allows Mr. Bee to focus on providing day-to-day leadership and management of the Company, while Mr. Norman, as Chair, maintains responsibility for leading the Board in its oversight function and consideration of broader corporate strategy, as well as supporting communication between the Board and management. Since Mr. Norman is not independent, Ms. Fipke serves as the Lead Director. Pursuant to our Corporate Governance Principles, if the Chair of the Board is not independent, the independent directors shall designate a Lead Director from among the independent directors. The Lead Independent Director has the following responsibilities, among others:
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| ● | presiding at all meetings of the independent directors; |
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| ● | serving as a liaison between the Chair and the independent directors; |
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| ● | consulting on the meeting agendas, as well as the meeting calendar and schedules; |
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| ● | working with management to assure that meeting materials are fulfilling the needs of directors; |
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| ● | working with the independent directors to respond to stockholder inquiries involving the Board; and |
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| ● | presiding at meetings of the Board when the Chair is not present. |
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The Board determined that this leadership structure is most effective in light of Mr. Bee’s, Mr. Norman’s and Ms. Fipke’s experience, which allows them to bring to the Board a broad and uniquely well-informed perspective on the Company’s business, as well as insight into the trends and opportunities that can affect the Company’s future. In adopting the structure, the Board also concluded that the strong independent membership of the Board and its standing committees ensures robust and effective communication between the directors and members of management, and that the overall leadership structure is effective in providing the Board with a well-informed and current view of our business that enhances its ability to address strategic considerations, as well as focus on the opportunities and risks that are of greatest importance to us and our stockholders. The Board believes this structure currently serves us well. Under our Corporate Governance Principles, the Board has the flexibility to modify or continue the leadership structure, as it deems appropriate, and the Board evaluates our leadership structure from time to time to ensure that it remains appropriate for us. As part of its ongoing evaluation of the most effective leadership structure for us, in February 2026, the independent directors elected Ms. Fipke as Lead Independent Director. Committees of the Board Our Board has four standing committees: (1) Audit (the “Audit Committee”), (2) Compensation (the “Compensation Committee”), (3) Nominating and Governance (the “Nominating and Governance Committee”) and (4) Technical (the “Technical Committee”). The Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are solely comprised of and chaired by independent directors, each of whom the Board has affirmatively determined is independent pursuant to the rules of the SEC and the Stock Market Rules. The Board has adopted a written charter setting forth the authority and responsibilities of each committee and each of the committees operates pursuant to its charter. The committee charters are reviewed annually by the Nominating and Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. Each of the committee charters are available on our website at www.usgoldcorp.com by following the link to “Investors” and then to “Corporate Governance” and then to “Governance Documents.” Audit Committee Our Audit Committee currently consists of the following members: Michael Waldkirch, Robert W. Schafer and Johanna Fipke. Mr. Waldkirch serves as Chairman of the Audit Committee. Our Board has determined that Mr. Waldkirch qualifies as an “audit committee financial expert” as that term is defined in the rules promulgated by the SEC. The Audit Committee is responsible for, among other things:
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| ● | the appointment, compensation, retention and oversight of the work of our independent auditor; |
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| ● | evaluating, on an annual basis, the independent auditor’s qualifications, performance and independence; | | ● | approving, in advance, audit and any permissible non-audit services to be provided by our independent auditor; | | ● | reviewing our internal controls, including periodically receiving reports from the independent auditor and management; | | ● | reviewing our disclosure controls and procedures, including periodically receiving reports from management; | | ● | reviewing and discussing with management and the independent auditor our annual audited financial statements and quarterly financial statements; | | ● | reviewing and discussing our practices with respect to risk assessment and risk management; and | | ● | discussing with management and legal counsel the status of pending litigation, taxation matters, compliance policies and other areas that may materially impact the Company’s financial statements or accounting policies. |
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Compensation Committee Our Compensation Committee currently consists of the following members: Robert W. Schafer, Michael Waldkirch and Johanna Fipke. Mr. Schafer serves as Chairman of the Compensation Committee. The Compensation Committee is responsible for, among other things:
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| ● | reviewing and making periodic recommendations to the Board as to our general compensation and benefits policies and practices; | | ● | overseeing the assessment of the incentives and risks arising from or related to our compensation policies and practices, and evaluating whether the incentives and risks are appropriate; | | ● | reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the Chief Executive Officer; | | ● | reviewing and making periodic recommendations to the Board as to our incentive-compensation plans and equity-based plans and administering our equity incentive plan, share tracking awards plans, employee stock purchase plan, supplemental executive retirement plan, change of control severance plan, and any similar plans; | | ● | reviewing and recommending employment agreements for executive officers; and | | ● | in conjunction with the Nominating and Governance Committee, reviewing and recommending the compensation and benefits for our non-employee directors. |
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Pursuant to its charter, the Compensation Committee has the authority to delegate its responsibilities to subcommittees if the Compensation Committee determines such delegation would be in the best interest of the Company. In reviewing the compensation of our executive officers other than our Chief Executive Officer, we consider the input of our Chief Executive Officer. The Chief Executive Officer does not participate in deliberations on his compensation. Nominating and Governance Committee Our Nominating and Governance Committee currently consists of the following members: Johanna Fipke, Robert W. Schafer and Michael Waldkirch. Ms. Fipke serves as Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee is responsible for, among other things:
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| ● | identifying, evaluating and recommending to the Board for nomination the Company’s director nominees; | | ● | assisting the Board in determining the desired experience, mix of skills and other qualities to provide for appropriate Board composition, taking into account the current directors and the specific needs of the Company and the Board and identifying qualified individuals who meet those criteria to serve on the Board; | | ● | in conjunction with the Compensation Committee, reviewing and recommending the compensation and benefits for our non-employee directors; | | ● | developing, evaluating and overseeing issues and developments with respect to governance of the Company; and | | ● | overseeing our compliance program, including our codes of conduct and our policies and procedures for monitoring compliance. |
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Technical Committee Our Technical Committee currently consists of the following members: Robert W. Schafer, Luke Norman, and George Bee. Mr. Schafer serves as the Chairman of the Technical Committee. The Technical Committee is responsible for, among other things, assisting management and the Board in fulfilling its responsibilities regarding the advancement of the Company’s projects, including economic analysis, preparations for mining and such other matters as may be requested. Director Attendance at Board, Committee, and Other Meetings Directors are expected to attend Board meetings and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. The Board does not have a policy on director attendance at our annual meeting. Each member of the Board that was a director at the time attended the Annual Meeting of Stockholders held in 2025. The independent directors meet in executive sessions in connection with regularly scheduled Board meetings and at such other times as the non-management directors deem appropriate. During the fiscal year ended April 30, 2025, the Board held four regular and special meetings, the Audit Committee held four regular and special meetings, the Compensation Committee held one regular meeting, and the Nominating and Governance Committee held one regular meeting. The Technical Committee did not hold any regular or special meetings during the fiscal year ended April 30, 2025. Each director attended at least 75% of the total number of meetings of the Board and of the committees on which he or she served that were held during his or her term of office. Board of Directors Role in Risk Oversight Our Board plays an active role in our risk oversight, including with respect to risks related to cybersecurity. The Board and its committees, as appropriate, receive and discuss regular updates from management on material short, medium and long-term risks facing the Company in addition to information on risk mitigation efforts and opportunities arising from these risks. The Board and committees help evaluate the Company’s approach to material risks and provide feedback on management’s identification, assessment, monitoring and mitigation of these risks. The committees of the Board oversee specific risks, which allows greater focus on the Company’s key risk areas. The committees discuss these specific risks and risk reduction strategies with management and provide regular reports to the full Board on the risks overseen by the committees. The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to our accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of our Code. The Compensation Committee has responsibility for evaluating and overseeing risks arising from our executive compensation and benefit plans, policies and programs. The Nominating and Governance Committee oversees corporate governance risks and oversees and advises the Board with respect to our policies and practices regarding significant issues of corporate responsibility. Consideration of Director Nominees As specified in our Corporate Governance Principles, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to us and our success. The Nominating and Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors. When evaluating Board composition and nominations, the Nominating and Governance Committee and the Board seek to include directors with a variety of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and us, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. We did not pay fees to any third party to assist in the process of identifying or evaluating director candidates for the fiscal year ended April 30, 2025. The Nominating and Governance Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management, or third parties. Our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Annual Meeting. To recommend a nominee for election to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary at the address appearing on the first page of this proxy statement. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received by us prior to the date set forth under “Proposals of Stockholders at the Next Annual Meeting of Stockholders” included herein. A stockholder’s recommendation must be accompanied by the information with respect to stockholder nominees that is specified in our Bylaws, including among other things, the name, age and address of the recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made. Report of the Audit Committee Our Audit Committee reviewed the Company’s audited financial statements for the fiscal year ended April 30, 2025. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed with the SEC” or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates it by reference into such filing. Reviews and Discussions with Management The Audit Committee has reviewed and discussed the Company’s audited financial statements with management. Review and Discussions with Independent Registered Public Accounting Firm The Audit Committee has discussed with its independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor the independent auditor’s independence from the Company. The Audit Committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with the independent auditor.
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Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025.
Director Compensation Table
Director Compensation Table
Fiscal 2025
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(3)(4) ($) | Option Awards(5)(6) ($) | All Other Compensation ($) | Total ($) | | Luke Norman | $17,500(2) | $160,406 | $126,913 | $195,833(7) | $500,652 | | Robert W. Schafer | $43,500 | $47,981 | $47,765 | $- | $139,246 | | Michael Waldkirch | $37,500 | $47,981 | $47,765 | $- | $133,246 | | Johanna Fipke | $37,500 | $130,242 | $47,765 | $- | $213,507 |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | George Bee | 2025 | $323,333 | $60,000 | $348,221(4) | $281,116(5) | $- | $1,012,670 | | President and Chief Executive Officer (PEO) | 2024 | 300,000 | - | - | - | - | 300,000 | | Eric Alexander | 2025 | $251,667 | $48,000 | $267,614(6) | $213,971(7) | $- | $781,252 | | Chief Financial Officer and Corporate Secretary | | | | | | | | | (Principal Financial and Accounting Officer) | 2024 | 240,000 | - | - | - | - | 240,000 | | Kevin Francis | 2025 | $231,667 | $33,000 | $180,564(8) | $143,700(9) | $- | $588,931 | | Vice President-Exploration and Technical Services | 2024 | 220,000 | - | - | - | - | 220,000 |
EXECUTIVE COMPENSATION
| ● | The “compensation actually paid” in columns (c) and (e) represents a compensation measure mandated by the SEC, the intent of which is to try to isolate the amount of compensation earned by the relevant NEO(s) in each year. To calculate “compensation actually paid,” we are required to start with the totals for that year as reported in the Summary Compensation Table, deduct the Summary Compensation Table values for stock and option awards, and then add back amounts for new and previously outstanding stock and option awards in a manner mandated by the SEC. The calculations are complex, and the amounts determined in accordance with the rules often bear no relation to the money or the economic value received or realized by a particular NEO in the given year. We therefore caution that the term “compensation actually paid” should not be read literally and does not actually reflect the “take home” amounts received by our NEOs in a given year; and |
EXECUTIVE COMPENSATION
| ● | The SEC rules require that we include in the Pay Versus Performance table information regarding our U.S. GAAP net income results. U.S. GAAP net income was not a performance metric in any of our compensation programs. |
EXECUTIVE COMPENSATION
| 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 (Loss) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $1,012,670 | $1,130,991(2) | $685,092 | $757,676(3) | $194.16 | $(20,559,122) | | 2024 | $300,000 | $262,801 | $230,000 | $224,346 | $73.98 | $(6,897,483) | | 2023 | $349,650 | $206,651 | $279,650 | $250,376 | $76.28 | $(7,614,204) |