U.S. GOLD CORP.

Previous wording

During the fiscal year ended April 30, 2025, we focused primarily on advancing our CK Gold Project in Wyoming with the final approval of our surface gold mine permit (mine operation and reclamation plan (“MOP”)) which was conditionally approved in April 2024, subject to three conditions, which were all satisfied between June 2024 and November 2024, released a revised prefeasibility study in February 2025 and 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. Management focused on investor relations and awareness, resulting in the completion of an equity financing in December 2024.

Current wording

During the fiscal year ended April 30, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold Project. We continued to enhance our understanding of the Keystone Project deposit in Nevada. Specifically:

Previous wording

Sales of Common Shares to raise a total of $10.2 million in cash

Current wording

Sales of Common Shares to raise a total of $31.2 million in cash

Previous wording

On November 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering of 1,457,700 shares of our common stock at a price of $7.00 per share and warrants to purchase 728,850 shares of our common stock at an exercise price of $9.50 per share (the “Registered Offering”). The warrants are exercisable on May 27, 2025 and will expire on November 27, 2027. The aggregate gross proceeds of the Registered Offering was approximately $10.2 million. The closing of the Registered Offering occurred on December 6, 2024.

Current wording

In December 2025, we announced that we closed a private placement of 1,922,159 shares of our common stock at a price of $16.25 per share (the “Offering Shares”) and warrants to purchase 961,077 shares of our common stock at an exercise price of $23.00 per share (the “Warrants”), pursuant to a securities purchase agreement entered into with certain investors, resulting in total gross proceeds of approximately $31.2 million. The Warrants are immediately exercisable and will expire two years after the initial issuance date. Pricing of the Offering Shares was set based on the close price of our common shares on Monday, December 15, 2025, of $16.91, representing an approximate 4% discount to the close price.

Previous wording

On April 28, 2025, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer, Mr. Waldkirch and Ms. Fipke. Each of the elected Directors will hold office until the next meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal. The stockholders also ratified the appointment of our audit firm for our fiscal year ended April 30, 2025. The stockholders also approved, by a non-binding advisory vote, the compensation of our named executive officers. Lastly, the stockholders also approved, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers. Based on these results and consistent with our recommendation, our Board has determined that we will conduct future advisory votes on the compensation of our named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at our 2031 annual meeting of stockholders.

Current wording

On April 27, 2026, we held our annual meeting of stockholders. At that meeting:

Previous wording

Total operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, were approximately $13,006,000 and $7,257,000, respectively. The approximate $5,749,000 increase in operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, is comprised of (i) an increase in compensation of approximately $842,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during the year ended April 30, 2025 and annual bonus payments, (ii) an increase of approximately $951,000 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 $1,471,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of approximately $1,012,000, an increase in stock-based consulting expenses of approximately $256,000, and an increase in director fees, including stock-based director fees, of approximately $618,000, offset by a decrease in legal fees of approximately $4,000, a decrease in investor relation fees of approximately $337,000 and a decrease in accounting fees of approximately $74,000 and (iv) an increase in general and administrative expenses of approximately $2,484,000 due primarily to an increase in advertising expenses of approximately $2,175,000 and insurance expenses of approximately $244,000.

Current wording

Total operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, were approximately $19,000,000 and $13,006,000, respectively. The year-over-year increase of approximately $5,994,000 increase in operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, is primarily comprised of the following:

Previous wording

We reported a loss from operations of approximately $13,006,000 and $7,257,000 for the fiscal years ended April 30, 2025 and 2024, respectively.

Current wording

We reported a loss from operations of approximately $19,000,000 and $13,006,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Previous wording

We reported other income (loss) of approximately ($7,554,000) and $360,000 for the fiscal years ended April 30, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately ($7,714,000) and $314,000 for the fiscal years ended April 30, 2025 and 2024, respectively. We reported interest income and gain from settlement of asset retirement obligation of approximately $161,000 and $0, respectively, for the fiscal year ended April 30, 2025, as compared to approximately $40,000 and $6,000, respectively, during the fiscal year ended April 30, 2024.

Current wording

We reported other income (loss) of approximately $1,792,000 and ($7,554,000) for the fiscal years ended April 30, 2026, and 2025, respectively. We reported a gain (loss) from change in fair value of warrant liability of approximately $1,495,000 and ($7,714,000) for the fiscal years ended April 30, 2026, and 2025, respectively. We reported interest income and other income of approximately $281,000 and $16,000, respectively, for the fiscal year ended April 30, 2026, as compared to approximately $161,000 and $0, respectively, during the fiscal year ended April 30, 2025. The year-over-year increase in interest income is the direct result of having a higher cash balance during the last four months of the most recently completed fiscal year.

Previous wording

We reported a net loss of approximately $20,559,000 and $6,897,000 for the fiscal years ended April 30, 2025 and 2024, respectively.

Current wording

We recognized a net loss of approximately $17,208,000 and $20,559,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Previous wording

The following table summarizes total current assets, liabilities and working capital at April 30, 2025, compared to April 30, 2024, and the changes between those periods:

Current wording

The following table summarizes total current assets, liabilities and working capital as of April 30, 2026, compared to April 30, 2025, and the changes between those periods:

Previous wording

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

Current wording

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 on legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could negatively affect our results of operations.

Previous wording

Our 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 fiscal years ended April 30, 2025 and 2024, we incurred net losses in the amounts of approximately $20,559,000 and $6,897,000, respectively. For the fiscal year ended April 30, 2025, cash used in operating activities was approximately $9,872,000. As of April 30, 2025, we had cash of approximately $8,169,000, working capital of approximately $8,015,000, and an accumulated deficit of approximately $93,407,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 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 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 fiscal years ended April 30, 2026, and 2025, we incurred net losses of approximately $17,208,000 and $20,559,000, respectively. For the fiscal year ended April 30, 2026, cash used in operating activities was approximately $18,213,000. As of April 30, 2026, we had cash of approximately $30,655,000, working capital of approximately $31,576,000, and an accumulated deficit of approximately $110,615,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2026, we may have sufficient cash to fund our corporate activities, general and administrative costs, and current project related activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects to the developmental stage, 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 investing activities during the year fiscal ended April 30, 2025 was approximately $6,000 for the purchase of property and equipment as compared to $0 during the fiscal year ended April 30, 2024.

Current wording

Net cash used in investing activities during the year fiscal ended April 30, 2026 was approximately $1,927,000 and relates primarily to the purchase of land and a building adjacent to the CK Gold Project, located in Cheyenne, Wyoming, as compared to $6,000 for the purchase of property and equipment during the fiscal year ended April 30, 2025.

Previous wording

Net cash provided by financing activities totaled approximately $12,473,000 for the fiscal year ended April 30, 2025 primarily due to the sale of our common stock and warrants for approximately $10,146,000 in December 2024, net of offering costs and proceeds received from the exercise of stock warrants of approximately $2,327,000. Net cash provided by financing activities totaled approximately $4,828,000 for the fiscal year ended April 30, 2024 due to the sale of our common stock and warrants for approximately $4,828,000 in April 2024, net of offering costs.

Current wording

Net cash provided by financing activities for the year ended April 30, 2025, consisted primarily of proceeds from the sale of our common stock and warrants of approximately $10,146,000 in December 2024, net of offering costs, and proceeds received from the exercise of stock warrants of approximately $2,327,000.

Previous wording

Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. We expense all mineral exploration costs as incurred. Where we have identified proven and probable mineral reserves on any of our properties, development costs will be capitalized when all the following criteria have been met, a) we receive the requisite operating permits, b) completion of a favorable Feasibility Study and c) approval from our Board authorizing the development of the ore body. Until such time all these criteria have been met, we record pre-development costs to expense as incurred.

Current wording

Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. Where we have identified proven and probable mineral reserves on any of our properties, development costs will be capitalized when all the following criteria have been met, a) we receive the requisite operating permits, b) completion of a favorable Feasibility Study and c) approval from our Board authorizing the development of the ore body. Until such time when all these criteria have been met, we will continue to expense all exploration and pre-development costs as incurred.

Previous wording

Leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”.

Current wording

By rule, leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”.

Previous wording

We account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classify these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value of these warrants is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.

Current wording

We account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classified these warrant instruments as liabilities and recorded them at fair value, as determined by using a Monte Carlo simulation model, at the time they were granted, and adjusted the instruments to fair value at the end of each reporting period. In May 2025, all then-outstanding warrants that qualified for liability treatment were exercised. Accordingly, the then-fair market value of the warrant liability was reclassified to Additional Paid-In Capital, and the remaining balance of the warranty liability was removed, resulting in a $1,495,000 gain, as presented on our consolidated statement of operations for the year ended April 30, 2026.