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, 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.

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, 2026, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the nine months ended January 31, 2026 and 2025. 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

During the three months ended October 31, 2025, we 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.

Current wording

During the three months ended January 31, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold Project. We continue to enhance our understanding of the Keystone Project deposit in Nevada. Additionally, we focused on investor relations and awareness through the attendance at multiple mining investment conferences culminating with the completion of a financing in December 2025 for gross proceeds of $31.2 million.

Previous wording

For the three and six months ended October 31, 2025 as compared to the three and six months ended October 31, 2024:

Current wording

For the three and nine months ended January 31, 2026 as compared to the three and nine months ended January 31, 2025:

Previous 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.

Current wording

We are a development-stage company with no operations, and we did not generate any revenues for the three and nine month periods ended January 31, 2026 and 2025.

Previous 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.

Current wording

Total operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, were approximately $5,347,000 and $5,090,000, respectively. The approximate $256,000 increase in operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $211,000 primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset by increased bonuses to our officers and employees, (ii) a decrease of approximately $308,000 in exploration expenses on our mineral properties due to the decrease 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 $609,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $1,279,000, an increase in investor relation fees of approximately $10,000, an increase in legal fees of approximately $134,000, and an increase in accounting fees of approximately $19,000, offset by decrease in stock-based consulting expenses of approximately $306,000, and a decrease in director fees of approximately $527,000 primarily due to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $167,000 due primarily to increases in advertising expenses of approximately $64,000, public company expenses of approximately $5,000, insurance expense of approximately $15,000, depreciation of approximately $12,000, travel, meals, and conferences expenses of approximately $39,000 and office expenses of $27,000.

Previous wording

Total operating expenses for the six months ended October 31, 2025, as compared to the six months ended October 31, 2024, were approximately $8,193,000 and $4,735,000, respectively. The approximate $3,458,000 increase in operating expenses for the six months ended October 31, 2025, as compared to the six months ended October 31, 2024, is comprised of (i) an increase in compensation of approximately $185,000 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) a decrease of approximately $332,000 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 $2,644,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $2,046,000, an increase in stock-based consulting expenses of approximately $50,000, an increase in director fees, including stock-based director fees of approximately $55,000, an increase in legal fees of approximately $476,000, and an increase in accounting fees of approximately $162,000, offset by and a decrease in investor relation fees of approximately $145,000 and (iv) an increase in general and administrative expenses of approximately $961,000 due primarily to increases in advertising expenses of approximately $748,000, public company expenses of approximately $37,000, insurance expense of $14,000, travel, meals, and conferences expenses of approximately $115,000 and office expenses of $39,000.

Current wording

Total operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, were approximately $13,540,000 and $9,826,000, respectively. The approximate $3,714,000 increase in operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $26,000 primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset by increased bonuses to our officers and employees, (ii) a decrease of approximately $640,000 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 $3,253,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $3,326,000, an increase in legal fees of approximately $610,000, and an increase in accounting fees of approximately $181,000, offset by the decrease in investor relation fees of approximately $135,000, decrease in stock-based consulting expenses of approximately $256,000, and a decrease in director fees of approximately $473,000 primarily due to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $1,127,000 due primarily to increases in advertising expenses of approximately $812,000, public company expenses of approximately $43,000, insurance expense of $29,000, depreciation of $21,000, travel, meals, and conferences expenses of approximately $154,000 and office expenses of $66,000.

Previous 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.

Current wording

We reported loss from operations of approximately $5,347,000 and $5,090,000 for the three months ended January 31, 2026 and 2025, respectively, and approximately $13,540,000 and $9,826,000 for the nine months ended January 31, 2026 and 2025, respectively.

Previous wording

We reported other income (expense) of approximately $72,000 and $40,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $1,633,000 and $(1,693,000) for the six months ended October 31, 2025 and 2024, respectively.

Current wording

We reported other income (expense) of approximately $63,000 and $(1,272,000) for the three months ended January 31, 2026 and 2025, respectively, and approximately $1,696,000 and $(2,964,000) for the nine months ended January 31, 2026 and 2025, respectively.

Previous 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.

Current wording

We reported a change in fair value of warrant liability of approximately $0 and ($1,331,000) for the three months ended January 31, 2026 and 2025, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($3,065,000) for the nine months ended January 31, 2026 and 2025, respectively.

Previous 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.

Current wording

We reported a net loss of approximately $5,284,000 and $6,362,000 for the three months ended January 31, 2026 and 2025, respectively, and approximately $11,844,000 and $12,790,000 for the nine months ended January 31, 2026 and 2025, respectively.

Previous 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.

Current wording

As of January 31, 2026, we had working capital of $35,398,396, as compared to working capital of $8,015,445 as of April 30, 2025, an increase of $27,382,951.

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, 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.

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, 2026 and 2025, we incurred net losses in the amounts of approximately $11,844,000 and $12,790,000, respectively. For the nine months ended January 31, 2026, cash used in operating activities was approximately $12,132,000. As of January 31, 2026, we had cash of approximately $36,088,000, working capital of approximately $35,398,000, and an accumulated deficit of approximately $105,251,000. Our primary source of operating funds since inception has been equity financings. As of January 31, 2026, 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 $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.

Current wording

Net cash used in operating activities totaled approximately $12,132,000 and $7,153,000 for the nine months ended January 31, 2026 and 2025, respectively. Net cash used in operating activities during the nine months ended January 31, 2026, increased primarily due to the (i) increase in non-cash items of approximately $6,028,000 as compared to the nine months ended January 31, 2025, primarily due to the change in fair value of warrant liability and decreased stock-based compensation, (ii) decrease in changes in operating assets and liabilities of approximately $103,000 as compared to the nine months ended January 31, 2025, primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities, and stock payable and (iii) decrease in net loss of approximately $946,000 as compared to the nine months ended January 31, 2025.

Previous wording

Net cash used in investing activities totaled approximately $1,119,000 for the six months ended October 31, 2025 primarily due to the purchase of land and a building located in Cheyenne, Wyoming as compared to none during the prior period ended October 31, 2024.

Current wording

Net cash used in investing activities totaled approximately $1,924,000 for the nine months ended January 31, 2026 primarily due to the purchase of land and a building located in Cheyenne, Wyoming as compared to $6,158 during the prior period ended January 31, 2025 related to a purchase of equipment.

Previous 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.

Current wording

Net cash provided by financing activities totaled approximately $41,975,000 for the nine months ended January 31, 2026 primarily due to proceeds received the sale of common stock of approximately $31,695,000, exercise of warrants of approximately $10,240,000, and exercise of stock options of approximately $40,000. Net cash provided by financing activities totaled approximately $10,723,000 for proceeds received from the sale of common stock of approximately $10,147,000 and exercise of warrants of approximately $576,000 for the nine months ended January 31, 2025.