U.S. GOLD CORP. (USAU)

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.

In
March 2026, we announced the results of the Feasibility Study for the CK Gold Project, which indicated, among other things:

Summary
of Activities for the Three months ended July 31, 2026

During
the three months ended July 31, 2026, we continued our focus on advancing our CK Gold Project in Wyoming and additionally performing
field work for a potential drill program at the CK Gold Project. We also continue to enhance our understanding of our Keystone Project
in Nevada and the Challis Gold Project in Idaho, for potential future exploration programs. Specifically:

20

Results
of Operations for the three-month periods ended July 31, 2026 versus 2025

Net
Revenues

We
are a development-stage company with no operations. Accordingly, we did not generate any revenue for the three-month periods ended July
31, 2026 and 2025.

Operating
Expenses

Operating
expenses for the three months ended July 31, 2026, totaled approximately $4,759,000 compared to approximately $3,638,000 for the three
months ended July 31, 2025. The period-over-period increase of approximately $1,121,000 is primarily comprised of the following:

Loss
from Operations

We
reported losses from operations of approximately $4,759,000 and $3,638,000 for the three months ended July 31, 2026 and 2025, respectively.

Other
Income

We reported other income of approximately
$158,000 and $1,561,000 for the three months ended July 31, 2026 and 2025, respectively. Other income primarily consisted of interest
income and a change in the fair value of our warrant liability. Interest income increased by approximately $86,000 year-over-year, which
is a result of higher cash balances during the quarter ended July 31, 2026, compared to the prior period.

During
the three months ended July 31, 2025, all warrants for which a warrant liability had previously been established were exercised and
the fair-market value at the time of exercise of the corresponding liability was reclassified to additional paid in capital,
resulting in the recognition of a gain of $1,495,000. No such gain was recognized for the three months ended July 31,
2026.

Net
Loss

We
reported a net loss of approximately $4,601,000 and $2,077,000 for the three months ended July 31, 2026 and 2025, respectively.

21

Liquidity
and Capital Resources

In June 2023, we received an Industrial
Siting Permit (“ISP”) from the Wyoming Department of Environmental Quality, Industrial Siting Division, authorizing the construction
of the CK Gold Project. The permit is valid for three years and renewable. Construction activities were initiated in 2025 but were paused
in January 2026 pending the completion of financing for the complete project development. Despite having initiated construction, the
Company requested an extension to the permit validity period to avoid any confusion over the status of the project and its permit while
financing activities advanced after the publication of the project feasibility study in March 2026. At a May 2026 hearing, the Industrial
Siting Council approved an extension of the ISP through December 2027, with the request that resumption of construction activities should
only proceed once the Company demonstrates financial capacity to complete construction in coordination with the Director of the Industrial
Siting Division. If the existing ISP expires, we would be required to reapply
for a new ISP, which would involve a new application, public notification process, environmental and socioeconomic impact review, and
public hearing before the Industrial Siting Division with final approval from the Industrial Siting Council. See Item 1A. “Risk Factors—Risks Related to Our Business—The Industrial Siting Permit for the
CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction
before that deadline could result in the loss of this key permit and materially delay or prevent development of the project”
in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.

The
Feasibility Study for the CK Gold Project estimates total initial capital costs of approximately $394 million (excluding $28 million
of pre-production owner’s costs), which significantly exceeds our current financial resources. We will need to raise substantial
additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or
streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction and bring
the project into production. See Item 1A. “Risk Factors—Risks Related to Our Business—We will require substantial external
financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all.
Failure to secure project financing could result in indefinite delay or abandonment of the Project” in our Annual Report on
Form 10-K for the fiscal year ended April 30, 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 961,077 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 December 15, 2025, of $16.91, representing
an approximate 4% discount to the close price.

The following table summarizes total current assets,
liabilities and working capital at July 31, 2026, compared to April 30, 2026, and the changes between those periods:

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 three months ended July 31, 2026 and 2025, we incurred net
losses in the amounts of approximately $4,601,000 and $2,077,000, respectively. For the three months ended July 31, 2026, cash used
in operating activities was approximately $3,541,000. As of July 31, 2026, we had cash of approximately $27,115,000, working capital
of approximately $27,767,000, and an accumulated deficit of approximately $115,216,000. Our primary source of operating funds since
inception has been equity financings. As of July 31, 2026, we expect to have sufficient cash to fund our corporate activities,
general

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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.

Summary
of Activities for the Fiscal Year Ended April 30, 2026

An
overview of certain significant events follows:

Mineral
Property Activities

During
the fiscal year ended April 30, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold
Project. We continued to enhance our understanding of the Keystone Project deposit in Nevada. Specifically:

32

Sales
of Common Shares to raise a total of $31.2 million in cash

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 961,077 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.

Shareholder
Meeting, Appointment of Directors and Corporate Matters

On
April 27, 2026, we held our annual meeting of stockholders. At that meeting:

We
currently plan to return to a more normalized schedule for our annual meeting of stockholders. Accordingly, we anticipate that the next
annual meeting of stockholders will be held on October 13, 2026.

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, 2026, and 2025.

Operating
Expenses

Total
operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, were approximately
$19,000,000 and $13,006,000, respectively. The year-over-year increase of approximately $5,994,000 increase in operating expenses for
the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, is primarily comprised of the following:

33

Loss
from Operations

We
reported a loss from operations of approximately $19,000,000 and $13,006,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Other
Income (Loss)

We
reported other income (loss) of approximately $1,792,000 and ($7,554,000) for the fiscal years ended April 30, 2026, and 2025, respectively.
We reported a gain (loss) from change in fair value of warrant liability of approximately $1,495,000 and ($7,714,000) for the fiscal
years ended April 30, 2026, and 2025, respectively. We reported interest income and other income of approximately $281,000 and $16,000,
respectively, for the fiscal year ended April 30, 2026, as compared to approximately $161,000 and $0, respectively, during the fiscal
year ended April 30, 2025. The year-over-year increase in interest income is the direct result of having a higher cash balance during
the last four months of the most recently completed fiscal year.

Net
Loss

We
recognized a net loss of approximately $17,208,000 and $20,559,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital as of April 30, 2026, compared to April 30, 2025, and
the changes between those periods:

We
are obligated to file annual, quarterly and current reports with the SEC pursuant to 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 on legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley.
These costs could negatively affect our results of operations.

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, 2026, and 2025, we incurred net losses of approximately $17,208,000
and $20,559,000, respectively. For the fiscal year ended April 30, 2026, cash used in operating activities was approximately $18,213,000.
As of April 30, 2026, we had cash of approximately $30,655,000, working capital of approximately $31,576,000, and an accumulated deficit
of approximately $110,615,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2026,
we may have sufficient cash to fund our corporate activities, general and administrative costs, and current project related activities
related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects to the developmental
stage, 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

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