TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 16, 2020 Edward M. Karr Chief Executive Officer and President U.S. GOLD CORP. 1910 E. Idaho Street Suite 102-Box 604 Elko, NV 89801 Re: U.S. GOLD CORP. Registration Statement on Form S-3 Filed June 9, 2020 File No. 333-239062 Dear Mr. Karr: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Rick Werner