RELATED PARTY TRANSACTIONS |
9 Months Ended |
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Jan. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS |
NOTE 8 — RELATED PARTY TRANSACTIONS
On March 10, 2021, the Company entered into a one-year consulting agreement (the “March 2021 Agreement”) with Luke Norman Consulting Ltd. (“Norman Consulting”), an entity controlled by Luke Norman, who subsequently was appointed as a director of the Company on May 18, 2022, to provide services related to investor and strategic introductions for potential mergers and acquisitions and other potential and strategic relationships to add shareholder value. On March 10, 2022, the Company and Norman Consulting mutually agreed to extend the March 2021 Agreement for an additional 12 months (the “March 2022 Extension”). On March 10, 2023, the Company and Norman Consulting further extended the March 2021 Agreement for another 12 months (the “March 2023 Extension”). The terms of the March 2022 Extension and the March 2023 Extension remain the same as stipulated in the March 2021 Agreement. In consideration for the services provided pursuant to the March 2022 Extension and the March 2023 Extension, Norman Consulting was paid an annual fee of $250,000 consisting of shares of the Company’s common stock with a value of $130,000 paid within five days of the effective date of the applicable extension, and cash payments of $120,000, paid in increments of $10,000 per month. In April 2022 and March 2023, the Company issued shares and shares of common stock pursuant to March 2022 Extension and the March 2023 Extension, respectively, to Norman Consulting.
On November 25, 2024, the Company and Norman Consulting entered into a consulting agreement (the “November 2024 Agreement”) for an initial term of 12 months, which shall automatically renew for successive 12-month period unless terminated by the Company. As compensation for services rendered by Norman Consulting to the Company in connection with the November 2024 Agreement, the Company shall pay Norman Consulting an annual consulting fee of $250,000, which shall be paid in cash at equal monthly installments. Additionally, Norman Consulting shall be entitled to receive payments upon the occurrence of a “transformative transaction” (as defined in the November 2024 Agreement). The Company also agreed to compensate Norman Consulting for its past services to the Company from March 2024 to October 2024 by (i) issuing restricted shares of the Company’s common stock to Norman Consulting and (ii) paying a lump-sum cash payment of $65,000 to Norman Consulting. The Company paid consulting fees to Norman Consulting of $148,333 and $30,000 in cash during the three months ended January 31, 2025 and 2024, respectively. The Company paid consulting fees to Norman Consulting of $148,333 and $90,000 in cash during the nine months ended January 31, 2025 and 2024, respectively. Additionally, as of January 31, 2025, the Company recorded accounts payable and accrued expenses, including stock payable totaling $229,540 due to Norman Consulting that was included in accounts payable and accrued liabilities.
U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2025
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