U.S. GOLD CORP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended July 31, 2026

OR

For the transition period from ___________to _____________

Commission file number:001-08266

U.S. GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

(800) 557-4550

(Registrant’s Telephone Number, including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☒ No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock ($0.001 par value): As of September 10, 2026, there were 16,528,663 shares outstanding.

U.S. GOLD CORP.

FORM 10-Q

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include comments relating to the ability of available cash reserves at July 31, 2026, to be sufficient for greater than the next twelve months; U.S. Gold Corp.’s (the “Company,” “we,” “us,” or “our”) ability to continue as a going concern expected legal and accounting expenses to maintain compliance with the Sarbanes-Oxley Act of 2002 and the effect of these expenses on the Company’s profitability and our results of operations; and the Company’s expectation that it will have sufficient cash to fund corporate activities, general administrative costs, and currently undertaken project activities related to permitting and engineering studies over the next twelve months; our expectations regarding pursuing additional sources of capital, which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof; the timing, process, and outcome of permitting, construction, and development activities at the CK Gold Project; the assumptions and projections contained in our CK Gold Project feasibility study, including estimated mineral resources and mineral reserves, mine life, projected operating and capital costs, projected production, internal rate of return (“IRR”) and Net Present Value (“NPV”) calculations, and the possibility of upside potential at the project; the planned extensions of our leases; our planned expenditures during our fiscal year ending April 30, 2027; future exploration plans (including planned drill programs), expansion potential, anticipated testing results and expectations related to our properties; our anticipation of future environmental and regulatory impacts; and our business and operating strategies. These statements also include comments relating to: the evaluation of strategic alternatives, including potential mergers, acquisitions, strategic partnerships, and other business combination opportunities, and the Company’s formation of a Special Committee to assess such interest; the potential spin-out of the Keystone Project as a standalone exploration company and the expected benefits thereof, including minimizing shareholder dilution; the Company’s belief regarding the undervaluation of the CK Gold Project and the existence of multiple potential sources of additional future value beyond those identified in the March 2026 Feasibility Study; additional potential revenue streams and cost savings at the CK Gold Project, including potential aggregate and rail ballast production, additional gold recovery from tailings reprocessing, and alternative pit closure scenarios (including potential use of the expended pit as a water reservoir); the anticipated timing of a project financing announcement and construction decision, including the Company’s target of commencing construction as soon as late 2026, and the expected 18- to 24-month construction timeline supporting first production as soon as late 2028; the Company’s planned build-out of development and operations personnel to support the CK Gold Project; the Company’s intent to prioritize financing structures that minimize shareholder dilution, and its expectation that the current cash position will support near-term milestones; and the Company’s expectations regarding favorable U.S. domestic critical minerals policy and the supportive regulatory environment for American mining projects.

We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and variations of such words and similar expressions to identify forward-looking statements. Statements that contain these words discuss our future expectations and plans, or state other forward-looking information. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of the factors set forth in, or incorporated by reference in this report, including:

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements speak only as of the date of this Form 10-Q. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this Form 10-Q.