U.S. GOLD CORP.

Previous wording

During the fiscal year ended April 30, 2024, we focused primarily on advancing our CK Gold Project in Wyoming with the approval of two major permits; our surface gold mine permit (mine operation and reclamation plan (“MOP”)) approved April 2024 and an Industrial Siting permit for the construction and operation of our CK Gold project approved May 2023, and continued engineering studies towards the completion of a revised prefeasibility study and feasibility study. Additional exploration and geologic investigations were undertaken, enhancing our understanding of the Keystone Project deposit in Nevada and continued analysis of the historic geological data on the Challis Gold Project in Idaho. Management focused on investor relations and awareness, resulting in the completion of an equity financing in April 2024.

Current 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.

Previous wording

Sales of Common Shares to raise a total of $4.9 million in cash

Current wording

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

Previous wording

On April 19, 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 1,400,000 shares of our common stock at a price of $3.50 per share and warrants to purchase 1,400,000 shares of our common stock at an exercise price of $4.48 per share (the “Registered Offering”). The warrants are exercisable on October 19, 2024 and will expire on October 19, 2029. The aggregate gross proceeds of the Registered Offering was $4,900,000 before deduction of legal related offering expenses of $72,309. The closing of the Registered Offering occurred on April 19, 2024.

Current 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.

Previous wording

On April 26, 2024, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders re-elected to our Board four of the five incumbent Directors: Mr. Norman, Mr. Bee, Mr. Schafer and Mr. Waldkirch; and elected Ms. Johanna Fipke to our Board, replacing Ms. Tara Gilfillan, who did not stand for re-election. 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, 2024.

Current 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.

Previous wording

Total operating expenses for the fiscal year ended April 30, 2024, as compared to the fiscal year ended April 30, 2023, were approximately $7,257,000 and $9,401,000, respectively. The approximate $2,144,000 decrease in operating expenses for the fiscal year ended April 30, 2024, as compared to the fiscal year ended April 30, 2023, is comprised of (i) a decrease in compensation expense of approximately $437,000 primarily due to a decrease in stock based compensation, (ii) a decrease of approximately $336,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $1,204,000 primarily due to decreases in general strategic and permitting consulting services of $698,000, decrease in legal fees of $64,000, decreases in director fees of $247,000 (primarily due to the decrease in director stock based compensation), decrease in investor relation fees of $244,000, offset marginally by an increase in accounting fees of $49,000 and (iv) a decrease in general and administrative expenses of approximately $167,000 due primarily to decreases related to advertising, insurance, research and development, and travel expenses.

Current 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.

Previous wording

We reported loss from operations of approximately $7,257,000 and $9,401,000 for the fiscal years ended April 30, 2024 and 2023, respectively.

Current 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.

Previous wording

We reported other income of approximately $360,000 and $1,786,000 for the years ended April 30, 2024 and 2023, respectively. We reported a change in fair value of warrant liability of approximately $314,000 and $1,560,000 for the years ended April 30, 2024 and 2023, respectively. We reported a gain from the sale of asset (Maggie Creek) of approximately $0 and $763,000 for the years ended April 30, 2024 and 2023, respectively. We reported interest income and gain from settlement of asset retirement obligation of approximately $40,000 and $6,000, respectively, for the fiscal year ended April 30, 2024, as compared to approximately $4,900 and $0 during the fiscal year ended April 30, 2023, respectively. We reported a decrease in change in fair value due to modification of warrants of approximately $263,000 and decrease in offering cost related to warrant liability of approximately $279,000 for the fiscal year ended April 30, 2023 as compared to none during the fiscal year ended April 30, 2024.

Current 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.

Previous wording

We reported a net loss of approximately $6,897,000 and $7,614,000 for the years ended April 30, 2024 and 2023, respectively.

Current 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.

Previous wording

As of April 30, 2024, we had working capital of $6,070,321, as compared to working capital of $8,054,272 as of April 30, 2023, a decrease of $1,983,951.

Current wording

As of April 30, 2025, we had working capital of $8,015,445, as compared to working capital of $6,070,321 as of April 30, 2024, an increase of $1,945,124.

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 years ended April 30, 2024 and 2023, we incurred net losses in the amounts of approximately $6,897,000 and $7,614,000, respectively. For the fiscal year ended April 30, 2024, cash used in operating activities was approximately $7,076,000. As of April 30, 2024, we had cash of approximately $5,574,000, working capital of approximately $6,070,000, and an accumulated deficit of approximately $72,848,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2024, we may have sufficient cash to fund our corporate activities and 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, 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.

Previous wording

Net cash used in operating activities totaled approximately $7,076,000 and $8,691,000 for the years ended April 30, 2024 and 2023, respectively. Net cash used in operating activities during the year fiscal ended April 30, 2024, decreased primarily due to the i) decrease in net loss of approximately $717,000 as compared to the year fiscal ended April 30, 2023 ii) increase in non-cash items of approximately $890,000 as compared to the years ended April 30, 2023. primarily due to the change in fair value of warrant liability, stock-based compensation and gain from sale of asset and iii) decrease in changes in operating assets and liabilities of approximately $7,500 as compared to the fiscal year ended April 30, 2023.

Current wording

Net cash used in operating activities totaled approximately $9,872,000 and $7,076,000 for the fiscal years ended April 30, 2025 and 2024, respectively. Net cash used in operating activities during the fiscal year ended April 30, 2025, increased primarily due to the (i) increase in net loss of approximately $13,662,000 as compared to the fiscal year ended April 30, 2024, (ii) increase in non-cash items of approximately $9,385,000 as compared to the fiscal year ended April 30, 2024 primarily due to the change in fair value of warrant liability and stock-based compensation and (iii) decrease in changes in operating assets and liabilities of approximately $1,481,000 as compared to the fiscal year ended April 30, 2024 primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities.

Previous wording

Net cash used in investing activities during the year fiscal ended April 30, 2024 was $0. Net cash used in investing activities during the years ended April 30, 2023 was approximately $2,572,000, primarily from proceeds received from the sale of Maggie Creek of $2,750,000 related to the Assignment and Assumption Agreement dated on November 9, 2022 and offset by approximately $178,000 primarily for the purchase of property and equipment.

Current 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.

Previous wording

Net cash provided by financing activities totaled approximately $4,828,000 for the year fiscal ended April 30, 2024 primarily due to the sale of our common stock and warrants for approximately $4,900,000 in April 2024, net of offering costs. Net cash provided by financing activities totaled approximately $4,830,000 for the fiscal year ended April 30, 2023, primarily due to the sale of our common stock and warrants for approximately $4,800,000 in April 2023, net of offering costs.

Current 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.