Exhibit 10.1


 


Certain
information in this document has been excluded pursuant to Regulation S-K,


Item 601(b)(10). Such excluded information is not material and the registrant


customarily and actually treats as private and confidential.


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (this “Agreement”) is made and is effective as of the 10th day of March 2021, by and between U.S. Gold
Corp., a Nevada corporation (the “Company”), and Luke Norman Consulting Ltd. (“Consultant”).


 


WHEREAS,
the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to
the terms and conditions of this Agreement; and


 


WHEREAS,
Consultant desires to provide the Services to the Company pursuant to the terms and conditions of this Agreement in exchange for the
Consulting Fee (defined in Section 2) and expense reimbursement provided for in Section 2.


 


NOW,
THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the parties hereto, intending to be
legally bound, agree as follows:


 


1. CONSULTING
SERVICES. During the term of this Agreement, Consultant, in the capacity as an independent contractor, shall provide the services
to the Company set forth on Schedule 1 (the “Services”). The Company acknowledges that Consultant will limit its role
under this Agreement to that of a Consultant, and the Company acknowledges that Consultant is not, and will not become, engaged in the
business of (i) effecting securities transactions for or on the account of the Company, (ii) providing investment advisory services as
defined in the Investment Advisors Act of 1940, or (iii) providing any tax, legal or other services. The Company acknowledges and hereby
agrees that Consultant is not engaged on a full-time basis and Consultant may pursue any other activities and engagements it desires
during the term of this Agreement. Consultant shall perform the Services in accordance with all local, state and federal rules and regulations.


 


2. COMPENSATION
TO CONSULTANT.


 


(a) In
consideration for the Services, the Company shall pay to the Consultant a fee of Two Hundred Fifty Thousand Dollars ($250,000) (the “Consulting
Fee”) over one year. The Consulting Fee shall be paid as a monthly retainer of $10,000 in cash and $130,000 in restricted stock.


 


(b) Any
commercially reasonable pre-approved out-of-pocket expenses incurred by Consultant in connection with the performance of the Services
(the “Consultant Expenses”) shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company
an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not
charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur
certain expenses during the term of this Agreement, but not receive a bill or receipt for such expenses until after the term of this
Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall
reimburse Consultant for such expenses within five (5) days after receiving such invoice.


 




    	 



    	 



    

 


3. Representations
and Warranties of the Consultant. This Agreement is made by the Company in reliance upon the express representations
and warranties of the Consultant, which by acceptance hereof the Consultant confirms that Consultant (on its own behalf and on behalf
of any and all related parties, affiliates, owners, members, employees, officers, and directors) agrees it (and such persons) will comply
with all laws, rules and regulations related to the activities on behalf of the Company contemplated pursuant to this Agreement. Consultant
shall provide a prominent notice on all newsletters and websites/webcasts/interview materials and other communications with investors
or prospective investors in which Consultant may be reasonably deemed to be giving advice or making a recommendation that Consultant
has been compensated for its services, all consideration received by Consultant from the Company (including cash), and, if applicable,
that Consultant received or owns stock of the Company (directly or indirectly) specifically referencing Company by name and the number
of shares received (directly or indirectly) and will profit from its promotional activities for Company, including the number of shares
and whether it has or will be making sales during any period. Consultant agrees that it will not conceal at any time if it will, directly
or indirectly, be selling shares while promoting the stock and recommending that investors purchase the stock of Company. Consultant
covenants and agrees that it will at all times engage in acts, practices and courses of business that comply with Section 17(a) and (b)
of the Securities Act, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and has adopted policies and procedures
adequate to assure all of Consultant’s personnel are aware of the limitation on their activities, and the disclosure obligations,
imposed by such laws and the rules and regulations promulgated thereunder. Consultant is aware that the federal securities laws restrict
trading in the Company securities while in possession of material non-public information concerning the Company as well as the Requirements
of Regulation FD that prohibit communications of material nonpublic information, and the requirements thereof in the event of an unintentional
or inadvertent nonpublic disclosure. Consultant agrees to immediately inform Company in the event that an actual or potential Regulation
FD disclosure has occurred and assist counsel in the method by which corrective steps should be taken. Consultant acknowledges that with
respect to any Company securities now or at any time hereafter beneficially owned by Consultant or any of its affiliates, that it will
refrain from trading in the Company’s securities while he or any such affiliate is in possession of material non-public information
concerning the Company, its financial condition, or its business and affairs or prospects


 


4. TERM.
The term of this Agreement shall be for twelve (12) months and commence as of the date of this Agreement, subject to Section 4 of this
Agreement (the “Term”).


 


5. EFFECT
OF TERMINATION. This Agreement may be terminated during the Term by the Company upon written notice.


 


6. ACCURACY
OF INFORMATION PROVIDED TO CONSULTANT. The Company represents and warrants to Consultant that any information concerning the Company
provided to the Consultant by the Company is, to the knowledge of the Company, true and correct in all material respects


 




    	 



    	 



    

 


7. INDEPENDENT
CONTRACTOR. Consultant shall act at all times hereunder as an independent contractor as that term is defined in the Internal Revenue
Code of 1986, as amended, with respect to the Company, and not as an employee, partner, agent or co-venturer of or with the Company.
Except as set forth herein, the Company shall neither have nor exercise control or direction whatsoever over the operations of Consultant,
and Consultant shall neither have nor exercise any control or direction whatsoever over the employees, agents or subcontractors hired
by the Company.


 


8. NO
AGENCY CREATED. No agency, employment, partnership or joint venture shall be created by this Agreement, as Consultant is an independent
contractor. Consultant shall have no authority as an agent of the Company or to otherwise bind the Company to any agreement, commitment,
obligation, contract, instrument, undertaking, arrangement, certificate or other matter. Each party hereto shall refrain from making
any representation intended to create an apparent agency, employment, partnership or joint venture relationship between the parties.


 


9. INDEMNIFICATION.


 


(a)
Indemnity by the Company. The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated
with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and
legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation
of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.


 


(b)
Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated
with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and
legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon:


 


		(i)	Any
                                            breach by Consultant of any representation, warranty or covenant contained in or made pursuant
                                            to this Agreement; or



 


		(ii)	Any
                                            violation of law, rule or regulation by Consultant or Consultant’s agents, employees,
                                            representatives or affiliates.



 


(c) Actions
Relating to Indemnity. If any action or claim shall be brought or asserted against a party entitled to indemnification under this
Agreement (the “Indemnified Party”) or any person controlling such party and in respect of which indemnity may be sought
from the party obligated to indemnify the Indemnified Party pursuant to this Section 9 (the “Indemnifying Party”), the Indemnified
Party shall promptly notify the Indemnifying Party in writing and, the Indemnifying Party shall assume the defense thereof, including
the employment of legal counsel and the payment of all expenses related to the claim against the Indemnified Party or such other controlling
party. If the Indemnifying fails to assume the defense of such claims, the Indemnified Party or any such controlling party shall have
the right to employ a single legal counsel in any such action and participate in the defense thereof and to be indemnified for the reasonable
legal fees and expenses of the Indemnified Party’s own legal counsel.


 


(d) This
Section 9 shall survive any termination of this Agreement for a period of three (3) years from the date of termination of this Agreement.
Notwithstanding anything herein to the contrary, no Indemnifying Party will be responsible for any indemnification obligation for the
gross negligence or willful misconduct of the Indemnified Party.


 




    	 



    	 



    

 


10.
NOTICES. Any notice required or permitted to be given pursuant to this Agreement shall be in writing (unless otherwise specified
herein) and shall he deemed effectively given upon personal delivery or upon receipt by the addressee by courier or by telefacsimile
addressed to each of the other Parties thereunto entitled at the respective address listed below, with a copy by email, or at such other
addresses as a party may designate by ten (10) days prior written notice:


 


If
to the Company:


 


U.S.
Gold Corp.


Suite
102 – Box 604


1910
E Idaho Street


Elko,
NV 89801 USA


Attn:
George Bee 


President
& CEO


 


If
to Consultant:


 


[***]


 


11.
ASSIGNMENT. This Agreement shall not be assigned, pledged or transferred in any way by the Consultant without the prior written consent
of the Company. Any attempted assignment, pledge, transfer or other disposition of this Agreement or any rights, interests or benefits
herein contrary to the foregoing provisions shall be null and void. This Agreement may be assigned to any successor in interest to the
Company without the consent of the Consultant.


 


12.
CONFIDENTIAL INFORMATION. Consultant agrees that, at no time during the Term or a period of five (5) years immediately after the
Term, will Consultant (a) use Confidential Information (as defined below) for any purpose other than in connection with the Services
or (b) disclose Confidential Information to any person or entity other than to the Company or persons or entities to whom disclosure
has been authorized by the Company. As used herein, “Confidential Information” means all information of a technical or business
nature relating to the Company or its affiliates, including, without limitation, trade secrets, inventions, drawings, file data, documentation,
diagrams, specifications, know-how, processes, formulae, models, test results, marketing techniques and materials, marketing and development
plans, price lists, pricing policies, business plans, information relating to customer or supplier identities, characteristics and agreements,
financial information and projections, flow charts, software in various stages of development, source codes, object codes, research and
development procedures and employee files and information; provided, however, that “Confidential Information” shall
not include any information that (i) has entered the public domain through no action or failure to act of Consultant; (ii) prior to disclosure
hereunder was already lawfully in Consultant’s possession without any obligation of confidentiality; (iii) subsequent to disclosure
hereunder is obtained by Consultant on a non-confidential basis from a third party who has the right to disclose such information to
Consultant; or (iv) is ordered to be or otherwise required to be disclosed by Consultant by a court of law or other governmental body;
provided, however, that the Company is notified of such order or requirement and given a reasonable opportunity to intervene.


 




    	 



    	 



    

 


13.
RETURN OF MATERIALS AT TERMINATION. Consultant agrees that all documents, reports and other data or materials provided to Consultant
shall remain the property of the Company, including, but not limited to, any work in progress. Upon termination of this Agreement for
any reason, Consultant shall promptly deliver to the Company all such documents, including, without limitation, all Confidential Information,
belonging to the Company, including all copies thereof.


 


14.
CONFLICTING AGREEMENTS; REQUISITE APPROVAL. Consultant and the Company represent and warrant to each other that the entry into this
Agreement and the obligations and duties undertaken hereunder will not conflict with, constitute a breach of or otherwise violate the
terms of any agreement or court order to which either party is a party, and each of the Company and Consultant represent and warrant
that it has all requisite corporate authority and approval to enter into this Agreement and it is not required to obtain the consent
of any person, firm, corporation or other entity in order to enter into this Agreement.


 


15.
NO WAIVER. No terms or conditions of this Agreement shall be deemed to have been waived, nor shall any party hereto be stopped from
enforcing any provisions of the Agreement, except by written instrument of the party charged with such waiver or estoppel. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived,
and shall not constitute a waiver of such term or condition for the future or as to any act other than specifically waived.


 


16.
GOVERNING LAW. This Agreement shall be governed by, construed in accordance with and enforced under the internal laws of the State
of Nevada. The venue for any legal proceedings in connection with this Agreement shall be in the federal or state courts located in the
City of Reno, State of eNevada.


 


17.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties hereto in regard to the subject matter hereof and may
only be changed by written documentation signed by the party against whom enforcement of the waiver, change, modification, extension
or discharge is sought. This Agreement supersedes all prior written or oral agreements by and among the Company or any of its subsidiaries
or affiliates and Consultant or any of its affiliates.


 


18.
SECTION HEADINGS. Headings contained herein are for convenient reference only. They are not a part of this Agreement and are not
to affect in any way the substance or interpretation of this Agreement.


 


19.
SURVIVAL OF PROVISIONS. In case any one or more of the provisions or any portion of any provision set forth in this Agreement should
be found to be invalid, illegal or unenforceable in any respect, such provision(s) or portion(s) thereof shall be modified or deleted
in such manner as to afford the parties the fullest protection commensurate with making this Agreement, as modified, legal and enforceable
under applicable laws. The validity, legality and enforceability of any such provisions shall not in any way be affected or impaired
thereby and such remaining provisions in this Agreement shall be construed as severable and independent thereof.


 


20.
BINDING EFFECT. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and
assigns, subject to the restriction on assignment contained in Section 11 of this Agreement.


 




    	 



    	 



    

 


21.
ATTORNEY’S FEES. The prevailing party in any legal proceeding arising out of or resulting from this Agreement shall be entitled
to recover its costs and fees, including, but not limited to, reasonable attorneys’ fees and post judgment costs, from the other
party.


 


22.
AUTHORIZATION. The persons executing this Agreement on behalf of the Company and Consultant hereby represent and warrant to each
other that they are the duly authorized representatives of their respective entities and that each has taken all necessary corporate
or partnership action to ratify and approve the execution of this Agreement in accordance with its terms.


 


23.
ADDITIONAL DOCUMENTS. Each of the parties to this Agreement agrees to provide such additional duly executed (in recordable form,
where appropriate) agreements, documents and instruments as may be reasonably requested by the other party in order to carry out the
purposes and intent of this Agreement.


 


24.
COUNTERPARTS & TELEFACSIMILE. This agreement may be executed in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one agreement. A telefacsimile of this Agreement may be relied upon as full and sufficient
evidence as an original.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


 


	COMPANY:	 
	 	 
	U.S. GOLD CORP.	 
	 	 
	/s/ George Bee	 
	By: George Bee	 
	Title: President & Chief Executive Officer	 
	 	 
	CONSULTANT:	 
	 	 
	LUKE NORMAN CONSULTING LTD.	 
	 	 
	/s/ Luke Norman	 
	By: Luke Norman	 




 




    	 



    	 



    

 


Schedule
1


 


Services


 


The
following are the Services that Consultant shall provide to the Company:


 


	 	●	Introduction to banking relationships
	 	●	Consulting on strategic acquisitions to enhance Company value
	 	●	Introduction of potential M&A candidates
	 	●	General corporate advisory services