U.S. GOLD CORP.

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 October 31, 2024, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the six months ended October 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 January 31, 2025, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the nine months ended January 31, 2025 and 2024. 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

For the three and six months ended October 31, 2024, compared to the three and six months ended October 31, 2023:

Current wording

For the three and nine months ended January 31, 2025, compared to the three and nine months ended January 31, 2024:

Previous wording

We are a development-stage company with no operations, and we did not generate any revenues for the three and six months ended October 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 and nine months ended January 31, 2025 and 2024.

Previous wording

Total operating expenses for the three months ended October 31, 2024, as compared to the three months ended October 31, 2023, were approximately $2,142,000 and $1,765,000, respectively. The approximate $377,000 increase in operating expenses for the three months ended October 31, 2024, as compared to the three months ended October 31, 2023, is comprised of (i) a decrease in compensation of approximately $182,000 primarily due to a decrease in stock based compensation, (ii) an increase of approximately $195,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $33,000 primarily due to decrease in investor relation fees of $65,000 offset by increase in general strategic and permitting consulting services of $29,000, and increase in legal fees of $3,000 and (iv) an increase in general and administrative expenses of approximately $397,000 due primarily to an increase in advertising expenses of approximately $384,000.

Current wording

Total operating expenses for the three months ended January 31, 2025, as compared to the three months ended January 31, 2024, were approximately $5,090,000 and $1,275,000, respectively. The approximate $3,815,000 increase in operating expenses for the three months ended January 31, 2025, as compared to the three months ended January 31, 2024, is comprised of (i) an increase in compensation of approximately $1,103,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during the current three-month period and annual bonus payments, (ii) an increase of approximately $554,000 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 $1,432,000 primarily due to an increase in general strategic and permitting consulting services of $526,000, an increase in stock-based consulting expenses of approximately $325,000, an increase in director fees, including stock-based director fees of approximately $591,000, an increase in legal fees of approximately $3,000, offset by a decrease in accounting fees of approximately $12,000 and a decrease in investor relation fees of approximately $1,000 and (iv) an increase in general and administrative expenses of approximately $726,000 due primarily to an increase in advertising expenses of approximately $603,000, insurance expense of approximately $76,000 and travel expenses of approximately $35,000.

Previous wording

Total operating expenses for the six months ended October 31, 2024, as compared to the six months ended October 31, 2023, were approximately $4,736,000 and $4,695,000, respectively. The approximate $40,000 increase in operating expenses for the six months ended October 31, 2024, as compared to the six months ended October 31, 2023, is comprised of (i) a decrease in compensation of approximately $354,000 primarily due to a decrease in stock based compensation, (ii) an increase of approximately $65,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $727,000 primarily due to decreases in general strategic and permitting consulting services of $241,000, decrease in legal fees of $31,000, decrease in investor relation fees of $403,000 and decreases in accounting fees of $52,000 and (iv) an increase in general and administrative expenses of approximately $1,056,000 due primarily to an increase in advertising expenses of approximately $993,000 and an increase in insurance expense.

Current wording

Total operating expenses for the nine months ended January 31, 2025, as compared to the nine months ended January 31, 2024, were approximately $9,826,000 and $5,971,000, respectively. The approximate $3,855,000 increase in operating expenses for the nine months ended January 31, 2025, as compared to the nine months ended January 31, 2024, is comprised of (i) an increase in compensation of approximately $748,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during the current nine-month period and annual bonus payments, (ii) an increase of approximately $620,000 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 $705,000 primarily due to an increase in general strategic and permitting consulting services of $370,000, an increase in stock-based consulting expenses of approximately $239,000, an increase in director fees, including stock-based director fees, of approximately $591,000, offset by a decrease in legal fees of $28,000, a decrease in investor relation fees of $404,000 and a decrease in accounting fees of $63,000 and (iv) an increase in general and administrative expenses of approximately $1,782,000 due primarily to an increase in advertising expenses of approximately $1,596,000 and insurance expense of approximately $186,000.

Previous wording

We reported loss from operations of approximately $2,142,000 and $1,765,000 for the three months ended October 31, 2024 and 2023, respectively. We reported loss from operations of approximately $4,735,000 and $4,695,000 for the six months ended October 31, 2024 and 2023, respectively.

Current wording

We reported loss from operations of approximately $5,090,000 and $1,275,000 for the three months ended January 31, 2025 and 2024, respectively. We reported loss from operations of approximately $9,826,000 and $5,971,000 for the nine months ended January 31, 2025 and 2024, respectively.

Previous wording

We reported other income (loss) of approximately $40,000 and $1,507,000 for the three months ended October 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $15,000 and $1,495,000 for the three months ended October 31, 2024 and 2023, respectively. We reported interest income of approximately $25,000 and $12,000 for the three months ended October 31, 2024 and 2023, respectively.

Current wording

We reported other income (loss) of approximately ($1,272,000) and ($410,000) for the three months ended January 31, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately ($1,331,000) and ($419,000) for the three months ended January 31, 2025 and 2024, respectively. We reported interest income of approximately $59,000 and $8,000 for the three months ended January 31, 2025 and 2024, respectively.

Previous wording

We reported other income (loss) of approximately $(1,693,000) and $1,542,000 for the six months ended October 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $(1,734,000) and $1,510,000 for the six months ended October 31, 2024 and 2023, respectively. We reported interest income of approximately $42,000 and $26,000 for the six months ended October 31, 2024 and 2023, respectively. We reported gain from settlement of asset retirement obligation of approximately $0 and $6,000, respectively, for the six months ended October 31, 2024 and 2023, respectively.

Current wording

We reported other income (loss) of approximately $(2,964,000) and $1,132,000 for the nine months ended January 31, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately $(3,065,000) and $1,091,000 for the nine months ended January 31, 2025 and 2024, respectively. We reported interest income of approximately $100,000 and $34,000 for the nine months ended January 31, 2025 and 2024, respectively. We reported a gain from the settlement of an asset retirement obligation of approximately $0 and $6,000, respectively, for the nine months ended January 31, 2025 and 2024, respectively.

Previous wording

We reported a net loss of approximately $2,103,000 and $258,000 for the three months ended October 31, 2024 and 2023, respectively. We reported a net loss of approximately $6,428,000 and $3,153,000 for the six months ended October 31, 2024 and 2023, respectively.

Current wording

We reported a net loss of approximately $6,362,000 and $1,686,000 for the three months ended January 31, 2025 and 2024, respectively. We reported a net loss of approximately $12,790,000 and $4,839,000 for the nine months ended January 31, 2025 and 2024, respectively.

Previous wording

As of October 31, 2024, we had working capital of $1,659,770, as compared to working capital of $6,070,321 as of April 30, 2024, a decrease of $4,410,551.

Current wording

As of January 31, 2025, we had working capital of $9,221,754, as compared to working capital of $6,070,321 as of April 30, 2024, an increase of $3,151,433.

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 six months ended October 31, 2024 and 2023, we incurred net losses in the amounts of approximately $6,428,000 and $3,153,000, respectively. For the six months ended October 31, 2024, cash used in operating activities was approximately $4,012,000. As of October 31, 2024, we had cash of approximately $1,630,000, working capital of approximately $1,660,000, and an accumulated deficit of approximately $79,276,000. Our primary source of operating funds since inception has been equity financings. As of October 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 nine months ended January 31, 2025 and 2024, we incurred net losses in the amounts of approximately $12,790,000 and $4,838,000, respectively. For the nine months ended January 31, 2025, cash used in operating activities was approximately $7,153,000. As of January 31, 2025, we had cash of approximately $9,138,000, working capital of approximately $9,221,754, and an accumulated deficit of approximately $85,638,000. Our primary source of operating funds since inception has been equity financings. As of January 31, 2025, 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 $4,012,000 and $3,859,000 for the six months ended October 31, 2024 and 2023, respectively. Net cash used in operating activities during the six months ended October 31, 2024, increased primarily due to the (i) increase in net loss of approximately $3,275,000 as compared to the six months ended October 31, 2023, (ii) increase in non-cash items of approximately $2,734,000 as compared to the six months ended October 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 $388,000 as compared to the six months ended October 31, 2023, primarily due to changes in prepaid expenses and other current assets and changes in accounts payable and accrued liabilities.

Current wording

Net cash used in operating activities totaled approximately $7,153,000 and $5,186,000 for the nine months ended January 31, 2025 and 2024, respectively. Net cash used in operating activities during the nine months ended January 31, 2025, increased primarily due to the (i) increase in net loss of approximately $7,951,000 as compared to the nine months ended January 31, 2024, offset by (ii) increase in non-cash items of approximately $5,433,000 as compared to the nine months ended January 31, 2024, primarily due to the change in fair value of warrant liability and increase stock-based compensation and (iii) increase in changes in operating assets and liabilities of approximately $551,000 as compared to the nine months ended January 31, 2024, primarily due to changes in prepaid expenses and other current assets and changes in accounts payable and accrued liabilities.

Previous wording

There have been no changes to our critical accounting estimates during the six months ended October 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.

Current wording

There have been no changes to our critical accounting estimates during the nine months ended January 31, 2025. 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.