# U.S. GOLD CORP. (USAU) Informational only - not investment advice. CIK: 0000027093 SIC: 1000 Metal Mining SIC breadcrumb: [Mining](/division/B/) > [Metal Mining](/major-group/10/) > [SIC 1000 Metal Mining](/industry/1000/) Latest 10-K filed: 2025-07-29 SEC page: https://www.sec.gov/edgar/browse/?CIK=27093 Filing source: https://www.sec.gov/Archives/edgar/data/27093/000164117225021368/form10-k.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Net income | -20559122 | USD | 2025 | 2025-07-29 | | Assets | 24866267 | USD | 2025 | 2025-07-29 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-07-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000027093.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net income | | | | | | | | -4,148,461 | -13,658,495 | -8,046,550 | -5,249,350 | -12,387,094 | -13,930,882 | -7,614,204 | -6,897,483 | -20,559,122 | | Operating income | | | | | | | -1,240,000 | -4,145,267 | -8,262,569 | -7,611,205 | -5,687,495 | -12,387,094 | -14,952,042 | -9,400,666 | -7,257,337 | -13,005,513 | | Diluted EPS | -1.21 | -3.11 | -1.84 | -2.60 | -1.30 | -2.20 | | | | | | | -1.92 | -0.90 | -0.74 | -1.80 | | Operating cash flow | | | | | | | -489,000 | -3,403,323 | -6,986,393 | -5,668,894 | -3,897,743 | -8,590,636 | -12,575,412 | -8,690,766 | -7,076,343 | -9,872,424 | | Capital expenditures | 573,000 | 478,000 | 232,000 | 6,000 | | 29,000 | 21,000 | | | | | 42,991 | 178,972 | 177,513 | | 6,158 | | Assets | | | | | | | 5,751,000 | 11,430,698 | 12,986,342 | 7,401,770 | 9,834,233 | 31,323,358 | 27,502,766 | 24,183,839 | 22,581,133 | 24,866,267 | | Liabilities | | | | | | | 2,859,000 | 180,481 | 286,081 | 248,955 | 326,232 | 823,653 | 4,275,451 | 5,325,898 | 5,120,678 | 13,279,960 | | Stockholders' equity | | | | | | | 2,867,884 | 11,250,217 | 12,700,261 | 7,152,815 | 9,508,001 | 30,069,219 | 23,227,315 | 18,857,941 | 17,460,455 | 11,586,307 | | Free cash flow | | | | | | | -510,000 | | | | | -8,633,627 | -12,754,384 | -8,868,279 | | -9,878,582 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Return on equity | | | | | | | | -36.87% | -107.54% | -112.49% | -55.21% | -41.20% | -59.98% | -40.38% | -39.50% | -177.44% | | Return on assets | | | | | | | | -36.29% | -105.18% | -108.71% | -53.38% | -39.55% | -50.65% | -31.48% | -30.55% | -82.68% | | Liabilities / equity | | | | | | | 1.00 | 0.02 | 0.02 | 0.03 | 0.03 | 0.03 | 0.18 | 0.28 | 0.29 | 1.15 | | Current ratio | | | | | | | 1.55 | 2.62 | 28.94 | 17.54 | 20.16 | 22.74 | 8.71 | 22.26 | 14.41 | 10.11 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000027093.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2015-Q1 | 2014-07-31 | 7,725,037 | | | reported discrete quarter | | 2015-Q2 | 2014-10-31 | 6,879,716 | | -0.63 | reported discrete quarter | | 2015-Q3 | 2015-01-31 | 8,050,557 | | -0.90 | reported discrete quarter | | 2015-Q4 | 2015-04-30 | 5,602,690 | | | derived Q4 = FY annual - nine-month YTD | | 2016-Q1 | 2015-07-31 | 7,337,682 | | -0.06 | reported discrete quarter | | 2016-Q2 | 2015-10-31 | 6,050,772 | | | reported discrete quarter | | 2016-Q3 | 2016-01-31 | 6,603,463 | | | reported discrete quarter | | 2016-Q4 | 2016-04-30 | 5,190,083 | | | derived Q4 = FY annual - nine-month YTD | | 2017-Q1 | 2016-07-31 | 4,914,857 | | | reported discrete quarter | | 2017-Q2 | 2016-10-31 | 4,679,079 | | | reported discrete quarter | | 2017-Q3 | 2017-01-31 | 3,492,011 | | | reported discrete quarter | | 2017-Q4 | 2017-04-30 | 4,316,053 | | | derived Q4 = FY annual - nine-month YTD | | 2023-Q4 | 2023-04-30 | | -1,878,516 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2023-07-31 | | -2,894,683 | -0.31 | reported discrete quarter | | 2024-Q2 | 2023-07-31 | | -2,894,683 | | reported discrete quarter | | 2024-Q2 | 2023-10-31 | | | -0.03 | reported discrete quarter | | 2024-Q3 | 2023-10-31 | | -258,430 | | reported discrete quarter | | 2024-Q3 | 2024-01-31 | | | -0.18 | reported discrete quarter | | 2024-Q4 | 2024-04-30 | | -2,058,716 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2024-07-31 | | -4,325,305 | -0.40 | reported discrete quarter | | 2025-Q2 | 2024-07-31 | | -4,325,305 | | reported discrete quarter | | 2025-Q2 | 2024-10-31 | | | -0.20 | reported discrete quarter | | 2025-Q3 | 2024-10-31 | | -2,102,527 | | reported discrete quarter | | 2025-Q3 | 2025-01-31 | | | -0.54 | reported discrete quarter | | 2025-Q4 | 2025-04-30 | | -7,769,273 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2025-07-31 | | -2,077,499 | -0.15 | reported discrete quarter | | 2026-Q2 | 2025-07-31 | | -2,077,499 | | reported discrete quarter | | 2026-Q2 | 2025-10-31 | | | -0.31 | reported discrete quarter | | 2026-Q3 | 2025-10-31 | | -4,482,551 | | reported discrete quarter | | 2026-Q3 | 2026-01-31 | | | -0.35 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/27093/000149315226010290/form10-q.htm Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization. Confidence: high Filing date: 2026-03-16 Report date: 2026-01-31 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements, have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC on July 29, 2025, as amended October 10, 2025. In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of January 31, 2026, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the nine months ended January 31, 2026 and 2025. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year. The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Forward-Looking Statements In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” above. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, as amended. Overview U.S. Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our other properties are exploratory in nature. Summary of Activities for the Three months ended January 31, 2026 During the three months ended January 31, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold Project. We continue to enhance our understanding of the Keystone Project deposit in Nevada. Additionally, we focused on investor relations and awareness through the attendance at multiple mining investment conferences culminating with the completion of a financing in December 2025 for gross proceeds of $31.2 million. An overview of certain significant events follows: ● In November 2025, we announced that we entered into an agreement to acquire a 10-acre parcel of land in support of our 2026 development of the CK Gold Project. The transaction was completed in January 2026. ● In December 2025, we announced that we closed a private placement of 1,922,159 shares of our common stock at a price of $16.25 per share (the “Offering Shares”) and warrants to purchase 961,079 shares of our common stock at an exercise price of $23.00 per share (the “Warrants”), pursuant to a securities purchase agreement entered into with certain investors, resulting in total gross proceeds of approximately $31.2 million. The Warrants are immediately exercisable and will expire two years after the initial issuance date. Pricing of the Offering Shares was set based on the close price of our common shares on Monday, December 15, 2025 of $16.91, representing an approximate 4% discount to the close price. 26 Results of Operations For the three and nine months ended January 31, 2026 as compared to the three and nine months ended January 31, 2025: Net Revenues We are a development-stage company with no operations, and we did not generate any revenues for the three and nine month periods ended January 31, 2026 and 2025. Operating Expenses Total operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, were approximately $5,347,000 and $5,090,000, respectively. The approximate $256,000 increase in operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $211,000 primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset by increased bonuses to our officers and employees, (ii) a decrease of approximately $308,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property during the three month period, (iii) an increase in professional and consulting fees of approximately $609,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $1,279,000, an increase in investor relation fees of approximately $10,000, an increase in legal fees of approximately $134,000, and an increase in accounting fees of approximately $19,000, offset by decrease in stock-based consulting expenses of approximately $306,000, and a decrease in director fees of approximately $527,000 primarily due to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $167,000 due primarily to increases in advertising expenses of approximately $64,000, public company expenses of approximately $5,000, insurance expense of approximately $15,000, depreciation of approximately $12,000, travel, meals, and conferences expenses of approximately $39,000 and office expenses of $27,000. Total operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, were approximately $13,540,000 and $9,826,000, respectively. The approximate $3,714,000 increase in operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $26,000 primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset by increased bonuses to our officers and employees, (ii) a decrease of approximately $640,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in professional and consulting fees of approximately $3,253,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $3,326,000, an increase in legal fees of approximately $610,000, and an increase in accounting fees of approximately $181,000, offset by the decrease in investor relation fees of approximately $135,000, decrease in stock-based consulting expenses of approximately $256,000, and a decrease in director fees of approximately $473,000 primarily due to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $1,127,000 due primarily to increases in advertising expenses of approximately $812,000, public company expenses of approximately $43,000, insurance expense of $29,000, depreciation of $21,000, travel, meals, and conferences expenses of approximately $154,000 and office expenses of $66,000. Loss from Operations We reported loss from operations of approximately $5,347,000 and $5,090,000 for the three months ended January 31, 2026 and 2025, respectively, and approximately $13,540,000 and $9,826,000 for the nine months ended January 31, 2026 and 2025, respectively. Other Income (Expense) We reported other income (expense) of approximately $63,000 and $(1,272,000) for the three months ended January 31, 2026 and 2025, respectively, and approximately $1,696,000 and $(2,964,000) for the nine months ended January 31, 2026 and 2025, respectively. We reported interest income of approximately $57,000 and $59,000 for the three months ended January 31, 2026 and 2025, respectively. We reported interest income of approximately $191,000 and $100,000 for the nine months ended January 31, 2026 and 2025, respectively. We reported a change in fair value of warrant liability of approximately $0 and ($1,331,000) for the three months ended January 31, 2026 and 2025, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($3,065,000) for the nine months ended January 31, 2026 and 2025, respectively. Net Loss We reported a net loss of approximately $5,284,000 and $6,362,000 for the three months ended January 31, 2026 and 2025, respectively, and approximately $11,844,000 and $12,790,000 for the nine months ended January 31, 2026 and 2025, respectively. 27 Liquidity and Capital Resources The following table summarizes total current assets, liabilities and working capital at January 31, 2026, compared to April 30, 2025, and the changes between those periods: January 31, 2026 April 30, 2025 Increase (decrease) Current Assets $ 36,779,906 $ 8,895,398 $ 27,884,508 Current Liabilities $ 1,381,510 $ 879,953 $ 501,557 Working Capital $ 35,398,396 $ 8,015,445 $ 27,382,951 As of January 31, 2026, we had working capital of $35,398,396, as compared to working capital of $8,015,445 as of April 30, 2025, an increase of $27,382,951. We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations. Our unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the nine months ended January 31, 2026 [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview U.S. Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our other properties are exploratory in nature. 37 Summary of Activities for the Fiscal Year Ended April 30, 2025 During the fiscal year ended April 30, 2025, we focused primarily on advancing our CK Gold Project in Wyoming with the final approval of our surface gold mine permit (mine operation and reclamation plan (“MOP”)) which was conditionally approved in April 2024, subject to three conditions, which were all satisfied between June 2024 and November 2024, released a revised prefeasibility study in February 2025 and continued engineering studies towards the completion of a feasibility study. We continue to enhance our understanding of the Keystone Project deposit in Nevada and worked towards the filing of an exploration Plan of Operation on our Challis Gold Project in Idaho. Management focused on investor relations and awareness, resulting in the completion of an equity financing in December 2024. An overview of certain significant events follows: CK Gold Project, Wyoming ● In May 2024, we received notification from the Land Quality Division of the Wyoming Department of Environmental Quality (WDEQ) that we received approval on our MOP, subject to certain conditions. ● In June 2024, we satisfied two of the three conditions associated with our MOP with (1) the approval of our Wyoming Pollutant Discharge Elimination System permit and (2) acceptance by the WDEQ of our reclamation bond. ● In November 2024, we received final permit approval from the Air Quality Division of the WDEQ. With this approval, the last of the three conditions associated with the recently granted MOP has been fulfilled. ● On February 11, 2025, we released the results of our revised prefeasibility study and published our Technical Summary Report in accordance with S-K 1300. Sales of Common Shares to raise a total of $10.2 million in cash On November 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering of 1,457,700 shares of our common stock at a price of $7.00 per share and warrants to purchase 728,850 shares of our common stock at an exercise price of $9.50 per share (the “Registered Offering”). The warrants are exercisable on May 27, 2025 and will expire on November 27, 2027. The aggregate gross proceeds of the Registered Offering was approximately $10.2 million. The closing of the Registered Offering occurred on December 6, 2024. Shareholder Meeting, Appointment of Directors and Corporate Matters On April 28, 2025, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer, Mr. Waldkirch and Ms. Fipke. Each of the elected Directors will hold office until the next meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. The stockholders also ratified the appointment of our audit firm for our fiscal year ended April 30, 2025. The stockholders also approved, by a non-binding advisory vote, the compensation of our named executive officers. Lastly, the stockholders also approved, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers. Based on these results and consistent with our recommendation, our Board has determined that we will conduct future advisory votes on the compensation of our named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at our 2031 annual meeting of stockholders. Results of Operations Net Revenues We are a development-stage company with no operations, and we did not generate any revenues for the years ended April 30, 2025 and 2024. 38 Operating Expenses Total operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, were approximately $13,006,000 and $7,257,000, respectively. The approximate $5,749,000 increase in operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, is comprised of (i) an increase in compensation of approximately $842,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during the year ended April 30, 2025 and annual bonus payments, (ii) an increase of approximately $951,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in professional and consulting fees of approximately $1,471,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of approximately $1,012,000, an increase in stock-based consulting expenses of approximately $256,000, and an increase in director fees, including stock-based director fees, of approximately $618,000, offset by a decrease in legal fees of approximately $4,000, a decrease in investor relation fees of approximately $337,000 and a decrease in accounting fees of approximately $74,000 and (iv) an increase in general and administrative expenses of approximately $2,484,000 due primarily to an increase in advertising expenses of approximately $2,175,000 and insurance expenses of approximately $244,000. Loss from Operations We reported a loss from operations of approximately $13,006,000 and $7,257,000 for the fiscal years ended April 30, 2025 and 2024, respectively. Other Income (Loss) We reported other income (loss) of approximately ($7,554,000) and $360,000 for the fiscal years ended April 30, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately ($7,714,000) and $314,000 for the fiscal years ended April 30, 2025 and 2024, respectively. We reported interest income and gain from settlement of asset retirement obligation of approximately $161,000 and $0, respectively, for the fiscal year ended April 30, 2025, as compared to approximately $40,000 and $6,000, respectively, during the fiscal year ended April 30, 2024. Net Loss We reported a net loss of approximately $20,559,000 and $6,897,000 for the fiscal years ended April 30, 2025 and 2024, respectively. Liquidity and Capital Resources The following table summarizes total current assets, liabilities and working capital at April 30, 2025, compared to April 30, 2024, and the changes between those periods: April 30, 2025 April 30, 2024 Increase (decrease) Current Assets $ 8,895,398 $ 6,523,111 $ 2,372,287 Current Liabilities $ 879,953 $ 452,790 $ 427,163 Working Capital $ 8,015,445 $ 6,070,321 $ 1,945,124 As of April 30, 2025, we had working capital of $8,015,445, as compared to working capital of $6,070,321 as of April 30, 2024, an increase of $1,945,124. We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations. 39 Our consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the fiscal years ended April 30, 2025 and 2024, we incurred net losses in the amounts of approximately $20,559,000 and $6,897,000, respectively. For the fiscal year ended April 30, 2025, cash used in operating activities was approximately $9,872,000. As of April 30, 2025, we had cash of approximately $8,169,000, working capital of approximately $8,015,000, and an accumulated deficit of approximately $93,407,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2025, we may have sufficient cash to fund our corporate activities, general and administrative costs, and currently undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects past the aforementioned objectives, we do not have sufficient cash and will need to raise additional funds. These matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements. Cash Used in Operating Activities Net cash used in operating activities totaled approximately $9,872,000 and $7,076,000 for the fiscal years ended April 30, 2025 and 2024, respectively. Net cash used in operating activities during the fiscal year ended April 30, 2025, increased primarily due to the (i) increase in net loss of approximately $13,662,000 as compared to the fiscal year ended April 30, 2024, (ii) increase in non-cash items of approximately $9,385,000 as compared to the fiscal year ended April 30, 2024 primarily due to the change in fair value of warrant liability and stock-based compensation and (iii) decrease in changes in operating assets and liabilities of approximately $1,481,000 as compared to the fiscal year ended April 30, 2024 primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities. Cash Used in Investing Activities Net cash used in investing activities during the year fiscal ended April 30, 2025 was approximately $6,000 for the purchase of property and equipment as compared to $0 during the fiscal year ended April 30, 2024. Cash Provided by Financing Activities Net cash provided by financing activities totaled approximately $12,473,000 for the fiscal year ended April 30, 2025 primarily due to the sale of our common stock and warrants for approximately $10,146,000 in December 2024, net of offering costs and proceeds received from the exercise of stock warrants of approximately $2,327,000. Net cash provided by financing activities totaled approximately $4,828,000 for the fiscal year ended April 30, 2024 due to the sale of our common stock and warrants for approximately $4,828,000 in April 2024, net of offering costs. Off-Balance Sheet Arrangements As of April 30, 2025, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements. Recently Issued Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements for a summary of recently issued accounting pronouncements. Critical Accounting Estimates In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Critical accounting estimates are those estimates made in accordance with U.S. generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our critical accounting estimates are discussed below, including, to the extent material and reasonably available, the impact such estimates have had, or are reasonably likely to have, on our financial condition or results of operations. 40 Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation—Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Mineral Rights Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. We expense all mineral exploration costs as incurred. Where we have identified proven and probable mineral reserves on any of our properties, development costs will be capitalized when all the following criteria have been met, a) we receive the requisite operating permits, b) completion of a favorable Feasibility Study and c) approval from our Board authorizing the development of the ore body. Until such time all these criteria have been met, we record pre-development costs to expense as incurred. When a property reaches the production stage, the related capitalized costs will be amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of Long-Lived Assets”, and evaluates its carrying value under ASC 930-360, “Extractive Activities—Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value. To date, the Company has expensed all exploration and pre-development costs as none of its properties have satisfied the criteria above for capitalization. ASC 930-805, “Extractive Activities—Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both: ● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. Leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”. Warrant Liability We account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classify these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value of these warrants is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.