U.S. GOLD CORP.
For the period ended Jul 31, 2026. Filed Sep 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 11, 2026
USAU$11.33+7.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-01-31; filed 2026-03-16.
0001493152-26-010290
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-09-11.
0001493152-26-042381
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 41 current paragraphs.
20 unchanged; 8 reworded; 13 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
In March 2026, we announced the results of the Feasibility Study for the CK Gold Project, which indicated, among other things:
Current report
During the three months ended July 31, 2026, we continued our focus on advancing our CK Gold Project in Wyoming and additionally performing field work for a potential drill program at the CK Gold Project. We also continue to enhance our understanding of our Keystone Project in Nevada and the Challis Gold Project in Idaho, for potential future exploration programs. Specifically:
Current report
Results of Operations for the three-month periods ended July 31, 2026 versus 2025
Current report
Operating expenses for the three months ended July 31, 2026, totaled approximately $4,759,000 compared to approximately $3,638,000 for the three months ended July 31, 2025. The period-over-period increase of approximately $1,121,000 is primarily comprised of the following:
Current report
Other Income
Current report
We reported other income of approximately $158,000 and $1,561,000 for the three months ended July 31, 2026 and 2025, respectively. Other income primarily consisted of interest income and a change in the fair value of our warrant liability. Interest income increased by approximately $86,000 year-over-year, which is a result of higher cash balances during the quarter ended July 31, 2026, compared to the prior period.
Current report
During the three months ended July 31, 2025, all warrants for which a warrant liability had previously been established were exercised and the fair-market value at the time of exercise of the corresponding liability was reclassified to additional paid in capital, resulting in the recognition of a gain of $1,495,000. No such gain was recognized for the three months ended July 31, 2026.
Current report
In June 2023, we received an Industrial Siting Permit (“ISP”) from the Wyoming Department of Environmental Quality, Industrial Siting Division, authorizing the construction of the CK Gold Project. The permit is valid for three years and renewable. Construction activities were initiated in 2025 but were paused in January 2026 pending the completion of financing for the complete project development. Despite having initiated construction, the Company requested an extension to the permit validity period to avoid any confusion over the status of the project and its permit while financing activities advanced after the publication of the project feasibility study in March 2026. At a May 2026 hearing, the Industrial Siting Council approved an extension of the ISP through December 2027, with the request that resumption of construction activities should only proceed once the Company demonstrates financial capacity to complete construction in coordination with the Director of the Industrial Siting Division. If the existing ISP expires, we would be required to reapply for a new ISP, which would involve a new application, public notification process, environmental and socioeconomic impact review, and public hearing before the Industrial Siting Division with final approval from the Industrial Siting Council. See Item 1A. “Risk Factors—Risks Related to Our Business—The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
Current report
The Feasibility Study for the CK Gold Project estimates total initial capital costs of approximately $394 million (excluding $28 million of pre-production owner’s costs), which significantly exceeds our current financial resources. We will need to raise substantial additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction and bring the project into production. See Item 1A. “Risk Factors—Risks Related to Our Business—We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
Current report
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 December 15, 2025, of $16.91, representing an approximate 4% discount to the close price.
Current report
We intend to continue 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. There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to obtain additional financing or otherwise improve our liquidity, we may be required to significantly reduce operating expenditures, delay or abandon our projects, restructure obligations or pursue other strategic alternatives. See Item 1A. “Risk Factors—Risks Related to Our Financial Circumstances” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
Current report
Net cash used in operating activities totaled approximately $3,541,000 and $3,315,000 for the three months ended July 31, 2026 and 2025, respectively. The year-over-year increase of approximately $226,000 is primarily due to the following:
Current report
Net cash provided by financing activities totaled approximately $0 for the three months ended July 31, 2026. Net cash provided by financing activities for the three months ended July 31, 2025, was approximately $6,496,000, which consisted of cash proceeds received in connection with the exercise of stock options and warrants.
Removed paragraphs (15)
Previous report
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 report
An overview of certain significant events follows:
Previous report
Results of Operations
Previous report
For the three and nine months ended January 31, 2026 as compared to the three and nine months ended January 31, 2025:
Previous report
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 report
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 report
Other Income (Expense)
Previous report
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 report
We reported interest income of approximately $57,000 and $59,000 for the three months ended January 31, 2026 and 2025, respectively. We reported interest income of approximately $191,000 and $100,000 for the nine months ended January 31, 2026 and 2025, respectively.
Previous report
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 report
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 report
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 report
Cash Used in Investing Activities
Previous report
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 report
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.
Reworded paragraphs (8)
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, as amended October 10, 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, 2026, filed with the SEC on July 29, 2026.
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, 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.
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, 2026, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three months ended July 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
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.
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, 2026.
Previous 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.
Current wording
We are a development-stage company with no operations. Accordingly, we did not generate any revenue for the three-month periods ended July 31, 2026 and 2025.
Previous 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.
Current wording
We reported losses from operations of approximately $4,759,000 and $3,638,000 for the three months ended July 31, 2026 and 2025, respectively.
Previous 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.
Current wording
We reported a net loss of approximately $4,601,000 and $2,077,000 for the three months ended July 31, 2026 and 2025, respectively.
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, 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.
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, 2026 and 2025, we incurred net losses in the amounts of approximately $4,601,000 and $2,077,000, respectively. For the three months ended July 31, 2026, cash used in operating activities was approximately $3,541,000. As of July 31, 2026, we had cash of approximately $27,115,000, working capital of approximately $27,767,000, and an accumulated deficit of approximately $115,216,000. Our primary source of operating funds since inception has been equity financings. As of July 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 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 the financial statements included in this Quarterly Report on Form 10-Q for the period ended July 31, 2026.
Previous wording
There have been no changes to our critical accounting estimates during the three months ended January 31, 2026. 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.
Current wording
There have been no changes to our critical accounting estimates during the three months ended July 31, 2026. 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, 2026, filed with the SEC on July 29, 2026.