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 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.

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, 2025, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three months ended July 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

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.

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, 2025 and 2024.

Previous 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.

Current wording

Total operating expenses for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, were approximately $3,638,000 and $2,593,000, respectively. The approximate $1,045,000 increase in operating expenses for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, is comprised of (i) an increase in compensation of approximately $88,222 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees and increased salaries of our officers, (ii) a decrease of approximately $437,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in professional and consulting fees of approximately $796,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $566,000, an increase in stock-based consulting expenses of approximately $55,000, an increase in director fees, including stock-based director fees of approximately $27,000, an increase in legal fees of approximately $181,000, and an increase in accounting fees of approximately $67,000, offset by and a decrease in investor relation fees of approximately $100,000 and (iv) an increase in general and administrative expenses of approximately $598,000 due primarily to increases in advertising expenses of approximately $524,000, public company expenses of approximately $23,000 and travel and conferences expenses of approximately $27,000.

Previous 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.

Current wording

We reported loss from operations of approximately $3,368,000 and $2,593,000 for the three months ended July 31, 2025 and 2024, respectively.

Previous 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.

Current wording

We reported other income (loss) of approximately $1,561,000 and ($1,733,000) for the three months ended July 31, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($1,749,000) for the three months ended July 31, 2025 and 2024, respectively. We reported interest income of approximately $66,000 and $16,000 for the three months ended July 31, 2025 and 2024, respectively.

Previous 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.

Current wording

As of July 31, 2025, we had working capital of $11,323,371, as compared to working capital of $8,015,445 as of April 30, 2025, an increase of $3,307,926.

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, 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.

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, 2025 and 2024, we incurred net losses in the amounts of approximately $2,077,000 and $4,325,000, respectively. For the three months ended July 31, 2025, cash used in operating activities was approximately $3,315,000. As of July 31, 2025, we had cash of approximately $11,350,000, working capital of approximately $11,323,000, and an accumulated deficit of approximately $95,485,000. Our primary source of operating funds since inception has been equity financings. As of July 31, 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.

Previous 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.

Current wording

Net cash used in operating activities totaled approximately $3,315,000 and $2,194,000 for the three months ended July 31, 2025 and 2024, respectively. Net cash used in operating activities during the three months ended July 31, 2025, increased primarily due to the (i) increase in non-cash items of approximately $3,104,000 as compared to the three months ended July 31, 2024, primarily due to the change in fair value of warrant liability and increase stock-based compensation, (ii) increase in changes in operating assets and liabilities of approximately $265,000 as compared to the three months ended July 31, 2024, primarily due to changes in prepaid expenses and other current assets and changes in accounts payable and accrued liabilities and (iii) decrease in net loss of approximately $2,248,000 as compared to the three months ended July 31, 2024.

Previous wording

Net cash provided by financing activities totaled approximately $10,723,000 for the nine months ended January 31, 2025 primarily due to the sale of our common stock and warrants for approximately $10,147,000 in December 2024, net of offering costs and proceeds received from the exercise of stock warrants of approximately $576,000 as compared to $0 for the previous period.

Current wording

Net cash provided by financing activities totaled approximately $6,496,000 for the three months ended July 31, 2025 primarily due to proceeds received from the exercise of warrants of approximately $6,483,000 and exercise of stock options of approximately $13,000. Net cash provided by financing activities totaled approximately $0 for the three months ended July 31, 2024.

Previous 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.

Current wording

There have been no changes to our critical accounting estimates during the three months ended July 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, 2025, filed with the SEC on July 29, 2025.