CONSULTING
AGREEMENT


 


This
CONSULTING AGREEMENT, dated April 12, 2019 (the “Agreement”) between Ryan K. Zinke (the “Consultant”),
and U.S. Gold Corp., a Nevada corporation (the “Company”).




 


WHEREAS,
the Company desires to engage the Consultant to provide certain consulting services related to the Company’s business and
Consultant is willing to be engaged by the Company as a consultant and to provide such services, on the terms and conditions set
forth below.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the Company and Consultant agree as follows:


 


1.
Consulting. The Company hereby retains Consultant, and Consultant hereby agrees to make himself available as a consultant
to the Company, upon the terms and subject to the conditions contained herein.


 


2.
Duties of Consultant. During the Consultant Term (as hereinafter defined), Consultant shall provide the Company with such
regular and customary capital markets and corporate consulting advice as is reasonably requested by the Company, provided that
Consultant shall not be required to undertake duties not reasonably within the scope of this Agreement. It is understood and acknowledged
by the parties that the value of Consultant’s advice is not readily quantifiable, and that although Consultant shall be
obligated to render the advice contemplated by this Agreement upon the reasonable request of the Company, in good faith, Consultant
shall not be obligated to spend any specific amount of time in so doing. Consultant’s duties may include but will not necessarily
be limited to, providing recommendations concerning the following matters:


 


-
Investor introductions, strategic introductions to potential industry partners.


 


-
Assistance with governmental relations including permitting, Bureau of Land Management interaction and coordination with State
of Wyoming regulators.


 


Notwithstanding
the foregoing, the services to be rendered by the Consultant to the Company shall not (unless the Consultant is appropriately
licensed, registered or there is an exemption available from such licensing or registration) include, directly or indirectly:
any activities which require the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934.


 


3.
Term. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the
date hereof (the “Effective Date”) and shall continue for a period of 365 days. The Consultant Term may be
extended upon the mutual agreement of the Company and the Consultant.


 


4.
Compensation. In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company
agrees compensate the Consultant with an annual fee of $90,000.00 USD (the “Fees”), consisting of shares of
the Company’s common stock with a value of $45,000 and a cash payment of $45,000. The Company shall pay the Fee as follows:
(i) shares of the Company’s common stock will be issued to the Consultant within five (5) days of the Effective Date based
on the closing price of the Company’s common stock on the Effective Date; and (ii) the Company will pay the Consultant $3,750
per month in cash payable [on the first] of each month.


 


5.
Termination. The Company may, in its sole discretion, terminate this Agreement at any time.


 




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6.
Reimbursement. The Company will reimburse the Consultant for all reasonable out-of-pocket expenses incurred in connection
with this Agreement; provided that in no event will the aggregate amount of the Fees and such expense reimbursement
under this Section 6 exceed $120,000.00 USD within any 12 month period or otherwise disqualify the Consultant as an Independent
Director as defined in the Nasdaq Rule 5605(a)(2).


 


7.
Confidential Information. Consultant recognizes and acknowledges that by reason of Consultant’s retention by and
service to the Company before, during and, if applicable, after the Consulting Term, Consultant will have access to certain confidential
and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets,
trade “know-how,” product development techniques and plans, formulas, customer lists and addresses, financing services,
funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software
and financial information (collectively referred to as “Confidential Information”). Consultant acknowledges
that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless
expressly authorized in writing by the Company, at any time during the Consulting Term use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Consultant’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Consultant
also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential
Information nor divulge nor disclose any Confidential Information to any person, firm or corporation, unless such information
is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental
agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a
committee thereof) with apparent jurisdiction to order Consultant to divulge, disclose or make accessible such information. All
written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into
Consultant’s possession during the Consulting Term shall remain the property of the Company. Except as required in the performance
of Consultant’s duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall not remove
any written Confidential Information from the Company’s premises, except in connection with the performance of Consultant’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination
of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including,
without limitation, in any computer or other electronic format) in Consultant’s possession.


 


8.
Independent Contractor. It is understood and agreed that this Agreement does not create any relationship of association,
partnership or joint venture between the parties, nor constitute either party as the agent or legal representative of the other
for any purpose whatsoever; and the relationship of Consultant to the Company for all purposes shall be one of an independent
contractor. Neither party shall have any right or authority to create any obligation or responsibility, express or implied, on
behalf or in the name of the other, or to bind the other in any manner whatsoever.


 


9.
Consultant’s Services to Others. Nothing contained in this Agreement shall be construed to limit or restrict the
Consultant from providing services, whether similar in nature or not, to other entities or individuals. Consultant acknowledges
that the Company may hire other consultants to provide services similar to those provided by the Consultant.


 


10.
Conflict of Interest. The Consultant and the Company hereby agree that there is no conflict of interest in connection with
the retention by the Company of the Consultant pursuant to this Agreement.


 




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11.
Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach.


 


12.
Binding Effect; Benefits. None of the parties hereto may assign his or its rights hereunder without the prior written consent
of the other parties hereto, and any such attempted assignment without such consent shall be null and void and without effect.
This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted
assigns, heirs and legal representatives.


 


13.
Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given: (a) when delivered in person; (b) when sent, if sent by electronic mail or facsimile
during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next
business day; (c) 1 business day after being mailed with a nationally recognized overnight courier service; or (d) 3 business
days after being mailed by registered or certified first class mail, postage prepaid, return receipt requested, to the parties
hereto at:


 


	 	If
    to the Company, to :	 	Edward
    Karr
	 	 	 	President
    & CEO
	 	 	 	U.S.
    Gold Corp.
	 	 	 	Suite
    102 – Box 604
	 	 	 	1910
    E Idaho Street
	 	 	 	Elko,
    NV 89801
	 	 	 	Email:
    ek@usgoldcorp.gold
	 	 	 	 
	 	With
    copy, (which shall	 	Kenneth
    Sam, Partner
	 	not
    constitute notice):	 	Dorsey
    & Whitney LLP
	 	 	 	1400
    Wewatta Street, Suite 400
	 	 	 	Denver,
    CO 80205
	 	 	 	Email:
    Sam.Kenneth@dorsey.com
	 	 	 	 
	 	If
    to the Consultant, to:	 	Ryan
    K. Zinke
	 	 	 	Main
    Office:
	 	 	 	409
    2nd Street West
	 	 	 	Whitefish
    MT 59937
	 	 	 	Mailing
    Address:
	 	 	 	1292
    Las Manos Lane
	 	 	 	Santa
    Barbara CA 93109
	 	 	 	Email:
    ryanzinke@yahoo.com


 


12.
Entire Agreement; Amendments. This Agreement contains the entire agreement and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended
only by an agreement in writing signed by the party against whom any amendment or modification is sought.


 


13.
Severability. The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder
of this Agreement or the remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such
provision shall be interpreted to be only so broad as is enforceable.


 




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14.
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of
the State of Nevada without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits
himself or itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of
the state courts in the State of Nevada.


 


15.
Headings. The headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or
describe the scope of this Agreement or the intent of the provisions thereof.


 


16.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail
(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


[Signature
Page(s) to Follow]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


 


	U.S.
    GOLD CORP.	 
	 	 
	 	 
	Edward
    Karr	 
	President
    & CEO	 
	 	 
	CONSULTANT	 
	 	 
	 	 
	Ryan
    K. Zinke	 


 


[Signature
Page to Consulting Agreement between U.S. Gold Corp. and Ryan K. Zinke]