TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo February 23, 2021 George Bee 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 February 16, 2021 File No. 333-253165 Dear Mr. Bee: 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: Jayun Koo