U.S. GOLD CORP. (USAU) FY 2025 MD&A

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.

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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.

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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.

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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.

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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.