U.S. GOLD CORP. (USAU)

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

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:

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:

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.

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, 2024

During
the fiscal year ended April 30, 2024, we focused primarily on advancing our CK Gold Project in Wyoming with the approval of two major
permits; our surface gold mine permit (mine operation and reclamation plan (“MOP”)) approved April 2024 and an Industrial
Siting permit for the construction and operation of our CK Gold project approved May 2023, and continued engineering studies towards
the completion of a revised prefeasibility study and feasibility study. Additional exploration and geologic investigations were undertaken,
enhancing our understanding of the Keystone Project deposit in Nevada and continued analysis of the historic geological data on the Challis
Gold Project in Idaho. Management focused on investor relations and awareness, resulting in the completion of an equity financing in
April 2024.

An
overview of certain significant events follows:

CK
Gold Project, Wyoming

36

Keystone
Project, Cortez Trend, Nevada

Challis
Gold Project, Idaho

Sales
of Common Shares to raise a total of $4.9 million in cash

On
April 19, 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 1,400,000 shares of our common stock at a price of $3.50
per share and warrants to purchase 1,400,000 shares of our common stock at an exercise price of $4.48 per share (the “Registered
Offering”). The warrants are exercisable on October 19, 2024 and will expire on October 19, 2029. The aggregate gross proceeds
of the Registered Offering was $4,900,000 before deduction of legal related offering expenses of $72,309. The closing of the Registered
Offering occurred on April 19, 2024.

Shareholder
Meeting, Appointment of Directors and Corporate Matters

On
April 26, 2024, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board
four of the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer and Mr. Waldkirch; and elected Ms. Johanna Fipke to our Board,
replacing Ms. Tara Gilfillan, who did not stand for re-election. 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, 2024.

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, 2024 and 2023.

Operating
Expenses

Total
operating expenses for the fiscal year ended April 30, 2024, as compared to the fiscal year ended April 30, 2023, were approximately
$7,257,000 and $9,401,000, respectively. The approximate $2,144,000 decrease in operating expenses for the fiscal year ended April 30,
2024, as compared to the fiscal year ended April 30, 2023, is comprised of (i) a decrease in compensation expense of approximately $437,000
primarily due to a decrease in stock based compensation, (ii) a decrease of approximately $336,000 in exploration expenses on our mineral
properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in
professional and consulting fees of approximately $1,204,000 primarily due to decreases in general strategic and permitting consulting
services of $698,000, decrease in legal fees of $64,000, decreases in director fees of $247,000 (primarily due to the decrease in director
stock based compensation), decrease in investor relation fees of $244,000, offset marginally by an increase in accounting fees of $49,000
and (iv) a decrease in general and administrative expenses of approximately $167,000 due primarily to decreases related to advertising,
insurance, research and development, and travel expenses.

37

Loss
from Operations

We
reported loss from operations of approximately $7,257,000 and $9,401,000 for the fiscal years ended April 30, 2024 and 2023, respectively.

Other
Income (Loss)

We
reported other income of approximately $360,000 and $1,786,000 for the years ended April 30, 2024 and 2023, respectively. We reported
a change in fair value of warrant liability of approximately $314,000 and $1,560,000 for the years ended April 30, 2024 and 2023, respectively.
We reported a gain from the sale of asset (Maggie Creek) of approximately $0 and $763,000 for the years ended April 30, 2024 and 2023,
respectively. We reported interest income and gain from settlement of asset retirement obligation of approximately $40,000 and $6,000,
respectively, for the fiscal year ended April 30, 2024, as compared to approximately $4,900 and $0 during the fiscal year ended April
30, 2023, respectively. We reported a decrease in change in fair value due to modification of warrants of approximately $263,000 and
decrease in offering cost related to warrant liability of approximately $279,000 for the fiscal year ended April 30, 2023 as compared
to none during the fiscal year ended April 30, 2024.

Net
Loss

We
reported a net loss of approximately $6,897,000 and $7,614,000 for the years ended April 30, 2024 and 2023, respectively.

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital at April 30, 2024, compared to April 30, 2023, and the
changes between those periods:

As
of April 30, 2024, we had working capital of $6,070,321, as compared to working capital of $8,054,272 as of April 30, 2023, a decrease
of $1,983,951.

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
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 years ended April 30, 2024 and 2023, we incurred net losses in the amounts of approximately $6,897,000
and $7,614,000, respectively. For the fiscal year ended April 30, 2024, cash used in operating activities was approximately $7,076,000.
As of April 30, 2024, we had cash of approximately $5,574,000, working capital of approximately $6,070,000, and an accumulated deficit
of approximately $72,848,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2024,
we may have sufficient cash to fund our corporate activities and 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.

38

Cash
Used in Operating Activities

Net
cash used in operating activities totaled approximately $7,076,000 and $8,691,000 for the years ended April 30, 2024 and 2023, respectively.
Net cash used in operating activities during the year fiscal ended April 30, 2024, decreased primarily due to the i) decrease in net
loss of approximately $717,000 as compared to the year fiscal ended April 30, 2023 ii) increase in non-cash items of approximately $890,000
as compared to the years ended April 30, 2023. primarily due to the change in fair value of warrant liability, stock-based compensation
and gain from sale of asset and iii) decrease in changes in operating assets and liabilities of approximately $7,500 as compared to the
fiscal year ended April 30, 2023.

Cash
Used in Investing Activities

Net
cash used in investing activities during the year fiscal ended April 30, 2024 was $0. Net cash used in investing activities during the
years ended April 30, 2023 was approximately $2,572,000, primarily from proceeds received from the sale of Maggie Creek of $2,750,000
related to the Assignment and Assumption Agreement dated on November 9, 2022 and offset by approximately $178,000 primarily for the purchase
of property and equipment.

Cash
Provided by Financing Activities

Net
cash provided by financing activities totaled approximately $4,828,000 for the year fiscal ended April 30, 2024 primarily due to the
sale of our common stock and warrants for approximately $4,900,000 in April 2024, net of offering costs. Net cash provided by financing
activities totaled approximately $4,830,000 for the fiscal year ended April 30, 2023, primarily due to the sale of our common stock and
warrants for approximately $4,800,000 in April 2023, net of offering costs.

Off-Balance
Sheet Arrangements

As
of April 30, 2024, 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.

39

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:

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.

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”), 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 Year ended April 30, 2023

During
the year ended April 30, 2023, we focused primarily on advancing our CK Gold Project in Wyoming with the submittal of two major permits;
our permit to mine application and reclamation plan filed on September 13, 2022 and an Industrial Siting permit for the construction
and operation of the proposed CK Gold project, agreement with the Wyoming Office of State Lands and Investments on a reduced royalty
rate, and continued engineering studies towards the completion of a feasibility study. Additional exploration and geologic investigations
were undertaken, enhancing our understanding of the Keystone Project deposit in Nevada, the sale of our interest in the Maggie Creek
Project in Nevada, and analyzed the historic geological data on the Challis Gold Project in Idaho. Management focused on investor relations
and awareness, resulting in the completion of an equity financing in April 2023.

30

An
overview of certain significant events follows:

CK
Gold Project, Wyoming

Keystone
Project, Cortez Trend, Nevada

Maggie
Creek Project, Carlin Trend, Nevada

Challis
Gold Project, Idaho

31

Sales
of Common Shares to raise a total of $5.0 million in cash

On
April 10, 2023, we completed a registered direct offering with a single institutional investor for the issuance of 870,000 shares of
common stock at a price of $5.75 per share and warrants (the “April 2023 Warrants”) to purchase 870,000 shares of the Company’s
common stock at an exercise price of $6.16 per share (the “April 2023 Registered Offering”). The April 2023 Warrants are
exercisable six months following issuance and will expire five years from the initial exercise date. The aggregate gross proceeds of
the April 2023 Registered Offering was approximately $5.0 million.

In
connection with the April 2023 Registered Offering, we agreed to amend, effective as of the closing of the April 2023 Registered Offering,
certain existing warrants to purchase up to 625,000 shares of the Company at an exercise price of $8.60 per share and a termination date
of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of October
10, 2028.

Shareholder
Meeting, Appointment of Directors and Corporate Matters

On November 22, 2022, Ryan Zinke notified us of his intent to resign from our Board effective December 31, 2022 (the “Effective Date”). Mr. Zinke was re-elected to our Board at our Annual Meeting of Stockholders held on December 16, 2022 and served as a director until the Effective Date. Following the Effective Date, our board is comprised of five members.

On December 16, 2022, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected the six incumbent Directors to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal and approved our audit firm for our fiscal year-ended April 30, 2023.

Results
of Operations

The
years ended April 30, 2023 and 2022:

Net
Revenues

We
are a development stage company with no operations, and we generated no revenues for the years ended April 30, 2023 and 2022.

Operating
Expenses

Total
operating expenses for the year ended April 30, 2023 as compared to the year ended April 30, 2022, were approximately $9,401,000 and
$14,952,000, respectively. The approximate $5,551,000 decrease in operating expenses for the year ended April 30, 2023 as compared to
the year ended April 30, 2022, is comprised of (i) a decrease in compensation of approximately $494,000 primarily due to a decrease in
cash compensation of $293,000 and a decrease in stock-based compensation from RSUs and stock option grants to our officers and employees
as compared to prior period of $200,000 (ii) a decrease of approximately $5,426,000 in exploration expenses on our mineral properties
due to a decrease in exploration activities on our CK Gold property and also at the Maggie Creek property, (iii) an increase in professional
and consulting fees of approximately $32,000 primarily due to increases in general strategic and permitting consulting services of $135,000,
an increase in legal fees of $154,000, and an increase in accounting fees of $105,000, offset by decreases in director fees of $8,000,
investor relation fees of $31,000 and stock-based consulting fees of $324,000 and (iv) an increase in general and administrative expenses
of approximately $337,000 due primarily to increases related to advertising expenses, conference expenses, option expense, research and
development expenses, permit fees, and travel expenses.

Loss
from Operations

We
reported loss from operations of approximately $9,401,000 and $14,952,000 for the years ended April 30, 2023 and 2022, respectively.

Other
Income

We
reported other income of approximately $1,786,000 and $1,021,000 for the years ended April 30, 2023 and 2022, respectively. We reported
a decrease in the fair value of the warrant liability of approximately $1,560,000 and $1,212,000 for the years ended April 30, 2023 and
2022, respectively. We reported an increase in change in fair value due to modification of warrants of approximately $263,000 for the
year ended April 30, 2023.

We
also reported a gain from sale of asset of $763,393 for the year ended April 30, 2023 related to the sale of our Maggie Creek asset on
November 9, 2022.

Net
Loss

We
reported a net loss of approximately $7,614,000 and $13,931,000 for the years ended April 30, 2023 and 2022, respectively.

32

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital at April 30, 2023 compared to April 30, 2022, and the
changes between those periods:

As
of April 30, 2023, we had working capital of $8,054,272, as compared to working capital of $8,763,379 as of April 30, 2022, a decrease
of $709,107.

We
are obligated to file annual, quarterly and current reports with the Commission 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 Commission 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 years ended April 30, 2023 and 2022, we incurred net losses in
the amounts of approximately $7,600,000 and $13,900,000, respectively. For the year ended April 30, 2023, cash used in operating
activities was approximately $8,700,000. As of April 30, 2023, we had cash of approximately $7,800,000, working capital of
approximately $8,100,000, and an accumulated deficit of approximately $66,000,000. Our primary source of operating funds since
inception has been equity financings. As of April 30, 2023, we may have sufficient cash to fund our corporate activities and 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.

We
have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently
expect. Our future capital requirements will depend on many factors, including potential acquisitions, changes in exploration programs
and related studies and other operating strategies. To the extent we require additional funding, we cannot be certain that additional
funding will be available on acceptable terms, or at all. To the extent we raise additional funds by issuing equity securities, our stockholders
may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct
business. If unable to raise additional capital when required or on acceptable terms, we may have to delay, scale back or discontinue
the exploration activities or programs.

Cash
Used in Operating Activities

Net
cash used in operating activities totaled $8,690,766 and $12,575,412 for the years ended April 30, 2023 and 2022, respectively. Net cash
used in operating activities during the year ended April 30, 2023 decreased primarily due to net changes of approximately $806,000 in
operating assets and liabilities which is primarily due to a decrease in accounts payable and accrued liabilities of approximately $729,000
as compared to the year ended April 30, 2022, the decrease in fair value of the warrant liability of approximately $1,560,000 and gain
from sale of asset of $763,000. Additionally, we expensed approximately $1,675,000 in total stock-based compensation for shares, RSUs,
stock options issued to officers, employee, and consultants during the year ended April 30, 2023 as compared to approximately $2,200,000
for the year ended April 30, 2022.

33

Cash
Used in Investing Activities

Net
cash used in investing activities was $2,572,487 primarily from proceeds received from the sale of Maggie Creek of $2,750,000 related
to the Assignment and Assumption Agreement dated on November 9, 2022 offset by $177,513 primarily for the purchase of property and equipment
for the year ended April 30, 2023 as compared to approximately $178,972 primarily for purchase of property and equipment for the year
ended April 30, 2022.

Cash
Provided by Financing Activities

Net
cash provided by financing activities totaled $4,829,697 for the year ended April 30, 2023 primarily due to the sale of our common stock
and warrants for approximately $4,800,000 in April 2023, net of offering costs. Net cash provided by financing activities totaled approximately
$8,220,491 for the year ended April 30, 2022 primarily due to the sale of our common stock and warrants for approximately $7,200,000
in February 2022 and March 2022, net of offering costs and proceeds received from the exercise of warrants of approximately $1,000,000
million.

Off-Balance
Sheet Arrangements

As
of April 30, 2023, 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 Policies

The
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.

Management
believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial
statements.

Use
of Estimates and Assumptions

In
preparing the consolidated financial statements, management is 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. Significant estimates made by management include, but are not limited to, valuation
of mineral rights, stock-based compensation, the fair value of common, valuation of warrant liability, asset retirement
obligations and the valuation of deferred tax assets and liabilities.

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. The Company expenses all mineral
exploration costs as incurred. Where the Company has identified proven and probable mineral reserves on any of its properties, development
costs will be capitalized when all the following criteria have been met, a) the Company receives the requisite operating permits, b)
completion of a favorable Feasibility Study and c) approval from the Board of director’s authorizing the development of the ore
body. Until such time all these criteria have been met the Company records pre-development costs to expense as incurred.

34

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:

Leases
to explore for or use of natural resources are outside the scope of ASU 2016-02, “Leases”.

Warrant
Liability

The
Company accounts for the warrants issued in March 2022 and April 2023, 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, the Company classifies these warrant instruments as a liability 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 the Company’s statement of operations. The fair value of these warrants are
estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.

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”), 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 and Maggie Creek Projects 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.

On
March 17, 2020, we filed a certificate of amendment to our Articles of Incorporation with the Secretary of State of Nevada in order to
effectuate a reverse stock split of our issued and outstanding common stock per share on a one-for-ten basis, effective as of 5:00 p.m.
(Eastern Time) on March 19, 2020. All share and per share values of our common stock for all periods presented in the accompanying consolidated
financial statements are retroactively restated for the effect of the reverse stock splits.

Summary
of Activities for the Year ended April 30, 2022

During
the year ended April 30, 2022, we focused primarily on advancing our CK Gold Project in Wyoming with the completion of an S-K 1300-compliant
Pre-Feasibility Study (“PFS”), exploration drilling to enhance the estimate of mineral resources and minerals reserves, continued
progress in the preparation of our permit to mine application submittal and further engineering studies towards the completion of a feasibility
study. Additional exploration and geologic investigations were undertaken, enhancing our understanding of the Keystone Project deposit
in Nevada, completed a drill program on our Maggie Creek Project in Nevada, analyzed the historic geological data on the Challis Gold
Project in Idaho. Management focused on investor relations and awareness, resulting in the completion of two equity financings.

An
overview of certain significant events follows:

CK
Gold Project, Wyoming

33

Keystone
Project, Cortez Trend, Nevada

Maggie
Creek Project, Carlin Trend, Nevada

Challis
Gold Project, Idaho

Sales
of Common Shares to raise a total of $7.5 million in cash

On
February 16, 2022, we completed a registered direct offering with certain institutional and accredited investors for the issuance of
384,741 shares of common stock at a price of $6.50 per share and warrants (the “February 2022 Warrants”) to purchase 192,370
shares of the Company’s common stock at an exercise price of $8.00 per share (the “February 2022 Registered Offering”).
The February 2022 Warrants are exercisable immediately following issuance and will expire five years from the issuance date. The aggregate
gross proceeds of the February 2022 Registered Offering are approximately $2.5 million.

On
March 15, 2022, we completed a registered direct offering with a single institutional investor for the issuance of 625,000 shares of
common stock at a price of $8.00 per share and warrants (the “March 2022 Warrants”) to purchase 625,000 shares of the Company’s
common stock at an exercise price of $8.60 per share (the “March 2022 Registered Offering”). The March 2022 Warrants are
exercisable six months following issuance and will expire five years from the initial exercise date. The aggregate gross proceeds of
the March 2022 Registered Offering are approximately $5.0 million.

Shareholder
Meeting, Appointment of Directors & Corporate Matters

On
September 20, 2021, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected the five
incumbent Directors to hold office until the next annual meeting of stockholders and until their successors are named and qualified or
until their earlier resignation or removal and approved our audit firm for our fiscal year-ended April 30, 2022.

On
July 19, 2021, we appointed Kevin Francis as our Vice President – Exploration and Technical Services.

On
May 18, 2022, we appointed Luke Norman to serve as non-independent Chairman of our board of directors. In connection with the appointment
of Mr. Norman as Chairman, the board of directors expanded from 5 to 6 directors.

Results
of Operations

The
Years ended April 30, 2022 and 2021:

Net
Revenues

We
are a development stage company with no operations, and we generated no revenues for the years ended April 30, 2022 and 2021.

Operating
Expenses

Total
operating expenses for the year ended April 30, 2022 as compared to the year ended April 30, 2021, were approximately $14,952,000 and
$12,387,000, respectively. The approximate $2,565,000 increase in operating expenses for the year ended April 30, 2022 as compared to
the year ended April 30, 2021, is comprised of (i) a decrease in compensation of approximately $1,047,000 primarily due to decrease in
compensation related to stock-based compensation from RSU’s and stock option grants to our officers and stock-based compensation
to two former officers from the accelerated vesting of certain stock options and restricted stock units during the prior period for a
total of $1,198,000 offset by increase in cash compensation of $151,000 primarily from bonuses to our officers and hiring one full-time
employee (ii) an increase of approximately $3,211,000 in exploration expenses on our mineral properties due to an increase in exploration
activities in our CK Gold property and also at our Maggie Creek property, (iii) an increase in professional and consulting fees of approximately
$143,000 primarily due to an increase in general strategic, investor relations, and permitting consulting services of $498,000 offset
by a decrease in stock-based consulting fees of approximately $231,000, a decrease in legal fees of $76,000 and accounting fees of $48,000,
and (iv) an increase in general and administrative expenses of approximately $258,000 due primarily to increases related to insurance,
travel and conference related expenses, lease expense, advertising expenses and office expenses.

Loss
from Operations

We
reported loss from operations of approximately $14,952,000 and $12,387,000 for the years ended April 30, 2022 and 2021, respectively.

Net
Loss

We
reported a net loss of approximately $13,931,000 and $12,387,000 for the years ended April 30, 2022 and 2021, respectively.

34

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital at April 30, 2022 compared to April 30, 2021, and the
increase (decrease) between those periods:

As
of April 30, 2022, we had working capital of $8,763,379, as compared to working capital of $13,456,727 as of April 30, 2021, a decrease
of $4,693,348.

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 year ended April 30, 2022 and 2021, we incurred losses in the amounts of approximately $13.9 million
and $12.4 million, respectively. As of April 30, 2022, we had cash of approximately $9.1 million, working capital of approximately $8.8
million, and an accumulated deficit of approximately $57.9 million. As a result of the utilization of cash in its operating activities,
and the development of its assets, we have incurred losses since we commenced operations. Our primary source of operating funds since
inception has been equity financings. As noted above, in February 2022, we completed a registered offering which raised gross proceeds
of $2.5 million, in March 2022 we completed another registered offering for gross proceeds of $5.0 million before deducting fees
and other estimated offering expenses and in April 2022 warrants were exercised for gross proceeds of $1.0 million.

For
the twelve months ended April 30, 2023, we anticipate that we will spend approximately $1.1 million in exploration expenses, $1.5 million
in development costs on the CK Gold Project and $3.1 million in general and administrative expenses. The actual amount of cash expenditures
that we incur during the twelve-month period ending April 30, 2023 may vary significantly from the amounts specified above and will depend
on a number of factors, including variations in the costs for continued exploration, project assessment, and advancement of the CK Gold
Project and our exploration properties. If cash expenditures are greater than anticipated, we may need to take certain actions to maintain
sufficient cash balances over the next twelve months, including asset dispositions or raising additional equity capital. As of the date
of this report, we believe we have sufficient cash for the next twelve months to fund our corporate activities and general and administrative
costs and currently undertaken project activities related to permitting and engineering studies. However, in order to advance any of
its projects past the aforementioned objectives we will need to raise additional funds.

To
the extent we require additional funding, we cannot be certain that additional funding will be available on acceptable terms, or at all.
To the extent we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt
financing, if available, may involve restrictive covenants that impact our ability to conduct business. If unable to raise additional
capital when required or on acceptable terms, we may have to delay, scale back or discontinue the exploration activities or programs.

Cash
Flows from Operating Activities

Net
cash used in operating activities totaled $12.6 million and $8.6 million for the years ended April 30, 2022 and 2021, respectively. Net
cash used in operating activities during the year ended April 30, 2022 primarily increase due to increase in net loss and increase in
net changes in accounts payable and accrued liabilities as compared to the year ended April 30, 2021. Additionally, we expensed approximately
$1,670,000 in stock-based compensation for shares, RSU’s, and stock options issued to officers, employee, and consultants during
the year ended April 30, 2022 and approximately $191,000 for issuance costs related to the March 2022 warrants. Net changes of approximately
$270,000 in operating assets and liabilities are primarily due to net increases in prepaid expenses and other assets of approximately
$42,000, increase in reclamation of bond deposits of approximately $114,000, increase of approximately $466,000 in accounts payable to
trade vendors and decrease in operating lease liability of approximately $40,000.

Cash
Flows from Investing Activities

Net
cash used in investing activities totaled approximately $179,000 for the year ended April 30, 2022 primarily due to purchase of property
and equipment as compared to net cash provided by investing activities for the year ended April 30, 2021 of approximately $2,457,000
primarily consisted of proceeds received in connection with a share exchange agreement of $2,500,000 minimally offset by approximately
$43,000 from purchase of property and equipment.

Cash
Flows from Financing Activities

Net
cash provided by financing activities totaled approximately $8.2 million for the year ended April 30, 2022 primarily due to the sale
of our common stock and warrants for approximately $7.2 million, net of offering costs, in February 2022 and March 2022 for cash and
proceeds received from the exercise of warrants for approximately $1.0 million. Net cash provided by financing activities totaled approximately
$17.0 million, net of issuance costs, for the year ended April 30, 2021 primarily due to proceeds from the issuance of Series I Preferred
Stock and warrants in August 2020 for approximately $5.5 million, proceeds from exercise of stock warrants for approximately $2.5 million
and the registered direct sale of common stock and warrants in February 2021 for approximately $9.0 million.

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 Policies

The
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.

Management
believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial
statements.

Use
of Estimates and Assumptions

In
preparing the consolidated financial statements, management is 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. Significant estimates made by management include, but are not limited to, valuation
of mineral rights, stock-based compensation, the fair value of common and preferred stock, valuation of warrant liability, asset retirement
obligations and the valuation of deferred tax assets and liabilities.

35

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.

ASU
2018-07 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its
own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments
used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers
as part of a contract accounted for under ASC 606.

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 its 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 of director’s 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. We assess 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, we have expenses 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 ASU 2016-02, “Leases”.

Warrant
Liability

We
account for certain warrants that do not meet the criteria for equity treatment in accordance with the guidance contained in ASC 815
“Derivatives and Hedging” whereby under that provision these warrants must be recorded as a liability.  Accordingly,
we classified these warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period.
The liability will be 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 are estimated using the Monte Carlo simulation model.
Such warrant classification is also subject to re-evaluation at each reporting period.