US GOLD CORP

Previous wording

The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 10-K for the fiscal year ended April 30, 2023 filed with the SEC.

Current wording

The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 10-K for the fiscal year ended April 30, 2024, filed with the SEC on July 29, 2024.

Previous wording

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of January 31, 2024, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three and nine months ended January 31, 2024 and 2023. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

Current wording

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of July 31, 2024, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three months ended July 31, 2024 and 2023. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

Previous wording

U.S. Gold Corp., formerly known as Dataram Corporation, 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.

Current wording

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.

Previous wording

For the three and nine months ended January 31, 2024, compared to the three and nine months ended January 31, 2023:

Current wording

For the three months ended July 31, 2024, compared to the three months ended July 31, 2023:

Previous wording

We are a development-stage company with no operations, and we did not generate any revenues for the three and nine months ended January 31, 2024 and 2023.

Current wording

We are a development-stage company with no operations, and we did not generate any revenues for the three months ended July 31, 2024 and 2023.

Previous wording

Total operating expenses for the three months ended January 31, 2024, as compared to the three months ended January 31, 2023, were approximately $1,275,000 and $2,268,000, respectively. The approximate $993,000 decrease in operating expenses for the three months ended January 31, 2024, as compared to the three months ended January 31, 2023, is comprised of (i) a decrease in compensation of approximately $276,000 primarily due to a decrease in stock based compensation, (ii) a decrease of approximately $143,000 in exploration expenses on our mineral properties due to a decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $526,000 primarily due to decreases in general strategic and permitting consulting services of $268,000, decrease in legal fees of $51,000, and decreases in director fees of $235,000 due to the decrease in director stock based compensation offset by increases in investor relation fees of $9,000, and an increase in accounting fees of $19,000 and (iv) a decrease in general and administrative expenses of approximately $48,000 due primarily to decreases related to meals and entertainment, insurance, public company expenses, and travel.

Current wording

Total operating expenses for the three months ended July 31, 2024, as compared to the three months ended July 31, 2023, were approximately $2,593,000 and $2,930,000, respectively. The approximate $337,000 decrease in operating expenses for the three months ended July 31, 2024, as compared to the three months ended July 31, 2023, is comprised of (i) a decrease in compensation of approximately $173,000 primarily due to a decrease in stock based compensation, (ii) a decrease of approximately $129,000 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 $693,000 primarily due to decreases in general strategic and permitting consulting services of $270,000, decrease in legal fees of $34,000, decrease in investor relation fees of $337,000 and decreases in accounting fees of $52,000 and (iv) an increase in general and administrative expenses of approximately $658,000 due primarily to an increase in advertising expenses of approximately $609,000 and an increase in insurance.

Previous wording

We reported loss from operations of approximately $5,971,000 and $7,264,000 for the nine months ended January 31, 2024 and 2023, respectively. We reported loss from operations of approximately $1,275,000 and $2,268,000 for the three months ended January 31, 2024 and 2023, respectively.

Current wording

We reported loss from operations of approximately $2,593,000 and $2,930,000 for the three months ended July 31, 2024 and 2023, respectively.

Previous wording

We reported other income (loss) of approximately $(410,000) and $374,000 for the three months ended January 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $(419,000) and $(389,000) for the three months ended January 31, 2024 and 2023, respectively. We reported a gain from the sale of asset (Maggie Creek) of approximately $0 and $763,000 for the three months ended January 31, 2024 and 2023, respectively. We reported interest income and gain from settlement of asset retirement obligation of approximately $8,000 and $0 for the three months ended January 31, 2024, as compared to none during the prior period.

Current wording

We reported other income (loss) of approximately $(1,733,000) and $35,000 for the three months ended July 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $(1,749,000) and $15,000 for the three months ended July 31, 2024 and 2023, respectively. We reported interest income of approximately $17,000 and $14,000 for the three months ended July 31, 2024 and 2023, respectively. We reported gain from settlement of asset retirement obligation of approximately $0 and $6,000, respectively, for the three months ended July 31, 2024 and 2023, respectively.

Previous wording

As of January 31, 2024, we had working capital of $2,742,978, as compared to working capital of $8,054,272 as of April 30, 2023, a decrease of $5,311,294.

Current wording

As of July 31, 2024, we had working capital of $3,556,135, as compared to working capital of $6,070,321 as of April 30, 2024, a decrease of $2,514,186.

Previous wording

Our unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the nine months ended January 31, 2024 and 2023, we incurred net losses in the amounts of approximately $4,839,000 and $5,736,000, respectively. For the nine months ended January 31, 2024, cash used in operating activities was approximately $5,186,000. As of January 31, 2024, we had cash of approximately $2,637,000, working capital of approximately $2,743,000, and an accumulated deficit of approximately $70,789,000. Our primary source of operating funds since inception has been equity financings. As of January 31, 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.

Current wording

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, 2024 and 2023, we incurred net losses in the amounts of approximately $4,325,000 and $2,895,000, respectively. For the three months ended July 31, 2024, cash used in operating activities was approximately $2,194,000. As of July 31, 2024, we had cash of approximately $3,381,000, working capital of approximately $3,556,000, and an accumulated deficit of approximately $77,173,000. Our primary source of operating funds since inception has been equity financings. As of July 31, 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.

Previous wording

Net cash used in operating activities totaled approximately $5,186,000 and $6,401,000 for the nine months ended January 31, 2024 and 2023, respectively. Net cash used in operating activities during the nine months ended January 31, 2024, decreased primarily due to the i) decrease in net loss of approximately $897,000 as compared to the nine months ended January 31, 2023 ii) increase in non-cash items of approximately $199,000 as compared to the nine months ended January 31, 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 $517,000 as compared to the nine months ended January 31, 2023 primarily due to accounts payable and accrued liabilities.

Current wording

Net cash used in operating activities totaled approximately $2,194,000 and $1,809,000 for the three months ended July 31, 2024 and 2023, respectively. Net cash used in operating activities during the three months ended July 31, 2024, increased primarily due to the (i) increase in net loss of approximately $1,431,000 as compared to the three months ended July 31, 2023, (ii) increase in non-cash items of approximately $1,549,000 as compared to the three months ended July 31, 2023, primarily due to the change in fair value of warrant liability and decrease in stock based compensation and (iii) increase in changes in operating assets and liabilities of approximately $503,000 as compared to the three months ended July 31, 2023, primarily due to accounts payable and accrued liabilities.

Previous wording

There have been no changes to our critical accounting policies or estimates during the nine months ended January 31, 2024. Critical accounting policies and the significant accounting estimates made in accordance with such policies are regularly discussed with the Audit Committee of the Company’s board of directors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, as well as Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC on July 31, 2023.

Current wording

There have been no changes to our critical accounting estimates during the three months ended July 31, 2024. Critical accounting estimates made in accordance with our significant accounting policies are regularly discussed with the Audit Committee of the Company’s board of directors. Our critical accounting estimates are discussed under “Critical Accounting Estimates” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, and our significant accounting policies are discussed in Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024, filed with the SEC on July 29, 2024.