Exhibit
10.6


 


August
10, 2020


 


George
Bee


3314
Meadows Drive


Park
City, UT 84060


United
States of America


 


Dear
George,


 


Further
to discussions concerning your involvement with U.S. Gold Corp. (the “Company”) subsequent to the merger
of Gold King Acquisition Corp., a Nevada corporation, which is a wholly-owned subsidiary of the Company, and Northern Panther
Resources Corporation, a Nevada corporation, I am writing to offer you a position with the Company.


 


It
is understood that you are a senior mining professional and have previously held and been compensated for executive roles with
responsibilities well beyond the scope of your proposed involvement with the Company and that it is your wish as a future shareholder
of the merged entity to create value and benefit from your experience in advancing the Company’s interests. It is understood
by both you and the Company that in taking a position with the Company, the Company cannot compensate you, at this stage, commensurate
with a level that you could reasonably expect from the market, based on you prior experience and compensation history. Notwithstanding
the foregoing, we make the following offer to you with the understanding that, as the Company advances and your involvement impacts
the value of the Company, adjustments will be made to better reflect your role, experience, and contributions. Such compensation
may take the form of cash payments or Company stock compensation instruments and awards, in keeping with any such plans approved
by the Company’s Board of Directors (the “Board”) and its shareholders, and as shall be set forth
in a written employment or other agreement between you and the Company.


 


We
are pleased to offer you a position with the Company on the following terms and conditions (the “Offer Letter”):


 


	1.	You
    will be employed in the position of President of the Company reporting to the Board or such other representative(s) of the
    Company as the Board may assign from time to time.
	 	 
	2.	Your
    employment with the Company is expected to commence on the date on which the merger of Gold King Acquisition Corp., a Nevada
    corporation, which is a wholly-owned subsidiary of the Company, and Northern Panther Resources Corporation, a Nevada corporation,
    is consummated (the “Commencement Date”), which is expected to occur on or about August 10, 2020.
	 	 
	3.	During
    your employment with the Company, you agree to devote on a full-time basis your time, energy, skill and best efforts to the
    performance of your job duties. You shall perform your duties in a diligent, trustworthy, and business-like manner, all for
    the purpose of advancing the business and best interests of the Company. You agree to act in a manner consistent with your
    position and in accordance with high business and ethical standards at all times. You shall comply with all policies and procedures
    of the Company. You shall also comply with all applicable laws and regulations of any jurisdiction in which the Company does
    business.


 




    	 



     


    

 


	4.	During
    your employment with the Company, as compensation for all services you will perform, the Company will provide you with the
    following:


 


	 	a.	Base
    Salary: You will receive a monthly base salary of $25,000 (annualized at $300,000), less all applicable payroll deductions
    and tax withholdings, which shall be paid to you in lump sum cash payments in accordance with the Company’s normal payroll
    practices on the last day of each month, provided that if such day falls on a weekend or holiday, you will receive this portion
    of your monthly base salary on the business day preceding the applicable weekend or holiday.
	 	 	 
	 	 	Your
    position is classified as exempt in accordance with applicable federal and state laws and as such, you are ineligible for
    overtime compensation, regardless of the number of hours you work in a given week.
	 	 	 
	 	b.	Benefits:
    You will be entitled to participate in any employee benefit plan, program or policy that may be offered by the Company and
    made generally available to other full-time employees of the Company, subject to the eligibility requirements and terms of
    the applicable documents governing such plan, program or policy. The continuation, modification or termination of each plan,
    program or policy will be at the sole discretion of the Company. Notwithstanding the foregoing, the Company will pay you an
    additional amount each month to reimburse you for 100% of the health insurance premiums paid by you for a given month, payable
    in arrears, provided that such payments are permitted by applicable law and, to the extent applicable, will be subject to
    all applicable payroll deductions and tax withholdings.
	 	 	 
	 	c.	Paid
    Time Off: You will be eligible for paid time off, for up to four weeks per year, excluding statutory holidays of the United
    States and the State of Utah, in accordance with the Company’s policies, as in effect from time to time, and applicable
    law.
	 	 	 
	 	d.	Expenses.
    You will be eligible for expense reimbursement in accordance with the Company’s reimbursement policies, as in effect
    from time to time.


 


	5.	Your
    employment with the Company will be on an at-will basis. This means that either you or the Company may terminate your employment
    relationship with the Company at any time, with or without advance notice, and with or without cause, for any reason not expressly
    prohibited by applicable law. Notwithstanding the foregoing, it is the intent of the parties to formalize the terms of your
    employment in an employment agreement, which shall include change of control and other mutually agreeable provisions, within
    90-days following the date of this Offer Letter.
	 	 
	6.	During
    your employment with the Company you will have access to confidential, proprietary and trade secret information of the Company.
    Thus, your employment is conditioned on the execution of and your compliance with a confidentiality agreement in the form
    supplied by the Company.


 




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	7.	If
    you have not already done so, we ask that you disclose to the Company any and all agreements relating to your prior employment
    that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. You represent
    that, except as disclosed to the Company in writing, you are not bound by the terms of any agreement with any previous employer
    or other party that prohibits you from using or disclosing any confidential, proprietary or trade secret information in the
    course of your employment with the Company or contains any non-competition, non-solicitation and/or non-recruitment obligations.
    You further represent that the performance of your job duties for the Company does not and will not violate or breach any
    agreement with any previous employer or other party, or any legal obligation that you may owe to any previous employer or
    other party, including, without limitation, any non-disclosure, non-competition, non-solicitation and/or non-recruitment obligations.
    You shall not disclose to the Company or induce the Company to use any confidential, proprietary or trade secret information
    belonging to any previous employer or others.
	 	 
	8.	You
    acknowledge and agree that you will not engage in any other employment, occupation, consulting or other business activity
    during your employment, nor will you engage in any other activities that conflict with your duty of loyalty, responsibilities
    or obligations to the Company. Notwithstanding the foregoing, to the extent that other occupational, consulting, membership
    on the board of directors of other companies (including mining companies), or other business activities do not conflict with
    the Company’s activities or interests, you may assume or continue with those activities with the written approval of
    the Company, which will not be unreasonably withheld.
	 	 
	9.	You
    are a resident of Park City, Utah and subject to Utah laws and taxes. You will be expected to travel, as necessary, for business
    purposes, and your primary place of employment shall be the Park City, Utah area.
	 	 
	10.	This
    Offer Letter represents the entire agreement between you and the Company regarding the subject matter hereof, and fully supersedes
    any and all prior and contemporaneous agreements, understandings and/or representations, whether written or oral, regarding
    the subject matter of this Offer Letter. No oral statements or prior written material not specifically incorporated in this
    Offer Letter shall be of any force and effect. This Offer Letter may not be amended or modified except in writing signed by
    you and an authorized representative of the Company.
	 	 
	11.	Except
    for the specific representations expressly made by the Company in this Offer Letter, you specifically disclaim that you are
    relying upon or have relied upon any communications, promises, statements, inducements, or representation(s) that may have
    been made, oral or written, regarding the subject matter of this Offer Letter, the terms of your employment, and any compensation
    or benefits to which you may be entitled. You represent that you relied solely and only on your own judgment and the advice
    of your personal tax advisor in making the decision to enter into this Offer Letter.
	 	 
	12.	By
    signing this Offer Letter you warrant and represent that the statements and representations you have made to the Company concerning
    your background, employment experience and other matters related to the hiring process and the Company’s offer of employment
    to you, are true and complete.


 


If
you wish to accept this offer of employment on the terms and conditions set forth above, please sign a copy and return to the
undersigned.


 


	Very
    truly yours,	 
	 	 
	 	 
	Edward
    Karr	 
	Chief
    Executive Officer & Director	 
	 	 
	Accepted
    and agreed:	 


 


	Signature:	 	 	Date:
    	 
	 	 George
    Bee	 	 	 


 




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