U.S. 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, 2025, filed with the SEC on July 29, 2025.

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, 2025, filed with the SEC on July 29, 2025, as amended October 10, 2025.

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 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.

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

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” above. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Current wording

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” above. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, as amended.

Previous 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.

Current wording

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

Previous 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.

Current wording

Total operating expenses for the three months ended October 31, 2025, as compared to the three months ended October 31, 2024, were approximately $4,555,000 and $2,142,000, respectively. The approximate $2,413,000 increase in operating expenses for the three months ended October 31, 2025, as compared to the three months ended October 31, 2024, is comprised of (i) an increase in compensation of approximately $97,000 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) an increase of approximately $105,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property during the three month period, (iii) an increase in professional and consulting fees of approximately $1,848,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $1,481,000, a decrease in stock-based consulting expenses of approximately $5,000, an increase in director fees, including stock-based director fees of approximately $27,000, an increase in legal fees of approximately $295,000, and an increase in accounting fees of approximately $95,000, offset by and a decrease in investor relation fees of approximately $45,000 and (iv) an increase in general and administrative expenses of approximately $363,000 due primarily to increases in advertising expenses of approximately $224,000, public company expenses of approximately $14,000, travel, meals, and conferences expenses of approximately $86,000 and office expenses of $30,000.

Previous 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.

Current wording

We reported loss from operations of approximately $4,555,000 and $2,142,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $8,193,000 and $4,735,000 for the six months ended October 31, 2025 and 2024, respectively.

Previous 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.

Current wording

We reported interest income of approximately $68,000 and $25,000 for the three months ended October 31, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($1,734,000) for the six months ended October 31, 2025 and 2024, respectively. We reported interest income of approximately $134,000 and $42,000 for the six months ended October 31, 2025 and 2024, respectively.

Previous wording

We reported a net loss of approximately $20,77,000 and $4,325,000 for the three months ended July 31, 2025 and 2024, respectively.

Current wording

We reported a net loss of approximately $4,483,000 and $2,103,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $6,560,000 and $6,428,000 for the six months ended October 31, 2025 and 2024, respectively.

Previous 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.

Current wording

As of October 31, 2025, we had working capital of $8,164,653, as compared to working capital of $8,015,445 as of April 30, 2025, an increase of $149,208.

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 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.

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 six months ended October 31, 2025 and 2024, we incurred net losses in the amounts of approximately $6,560,000 and $6,428,000, respectively. For the six months ended October 31, 2025, cash used in operating activities was approximately $7,110,000. As of October 31, 2025, we had cash of approximately $8,837,000, working capital of approximately $8,165,000, and an accumulated deficit of approximately $99,967,000. Our primary source of operating funds since inception has been equity financings. As of October 31, 2025, we expect to 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 $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.

Current wording

Net cash used in operating activities totaled approximately $7,110,000 and $4,012,000 for the six months ended October 31, 2025 and 2024, respectively. Net cash used in operating activities during the six months ended October 31, 2025, increased primarily due to the (i) increase in non-cash items of approximately $2,992,000 as compared to the six months ended October 31, 2024, primarily due to the change in fair value of warrant liability and increased stock-based compensation, (ii) decrease in changes in operating assets and liabilities of approximately $26,000 as compared to the six months ended October 31, 2024, primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities and (iii) increase in net loss of approximately $132,000 as compared to the six months ended October 31, 2024.

Previous 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.

Current wording

Net cash provided by financing activities totaled approximately $8,898,000 for the six months ended October 31, 2025 primarily due to proceeds received from the exercise of warrants of approximately $8,348,000, sale of common stock of approximately $523,000, and exercise of stock options of approximately $26,000. Net cash provided by financing activities totaled approximately $67,000 for proceeds received from the exercise of warrants for the six months ended October 31, 2024.

Previous 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.

Current wording

There have been no changes to our critical accounting estimates during the three months ended October 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, as amended October 10, 2025.