U.S. GOLD CORP. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to _____________ Commission file number: 001-08266 U.S. GOLD CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 22-1831409 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1910 E. Idaho Street , Suite 102-Box 604 , Elko , NV 89801 (Address of Principal Executive Offices) (Zip Code) (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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock USAU Nasdaq Capital Market 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. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ 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 December 9, 2025, there were 14,390,202 shares outstanding. U.S. GOLD CORP. FORM 10-Q TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of October 31, 2025 (Unaudited) and April 30, 2025 4 Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2025 and 2024 (Unaudited) 5 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended October 31, 2025 and 2024 (Unaudited) 6 Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2025 and 2024 (Unaudited) 8 Notes to Condensed Consolidated Financial Statements (Unaudited) 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 28 Item 4. Controls and Procedures 28 PART II – OTHER INFORMATION Item 1. Legal Proceedings 29 Item 1A. Risk Factors 29 Item 2. Unregistered of Equity Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 30 Item 6. Exhibits 30 Signature Page 31 2 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 October 31, 2025, 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; our plans to use Glencore Technology’s Jameson Cell Flotation Equipment for enhanced gold and copper recovery for our CK Gold Project in our feasibility study and project execution plan; the expectation that Cheyenne Light, Fuel and Power will begin pre-construction planning, engineering and procurement activities in preparation for the potential construction of facilities as would be necessary to provide power and energy to the CK Gold Project; expected vesting of options to purchase shares of the Company’s common stock; and 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. 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: ● deviations from the projections set forth in the prefeasibility study for the CK Gold Project due to unanticipated variations in grade, unexpected challenges with potential mining of the deposit, volatility in commodity prices, variations in expected recoveries, increases in projected operating or capital costs, or delays in our permitting plans; ● mining exploration and development risks, including risks related to regulatory approvals, operational hazards and accidents, equipment breakdowns, contractor disputes, contractual disputes related to exploration properties and other unanticipated difficulties; ● the strength of the world economies; ● competition in the gold and precious minerals mining industries; ● fluctuations in interest rates and inflation rates; ● changes in governmental rules and regulations or actions taken by regulatory authorities; ● future adverse legislation regarding the mining industry and climate change; ● the impact of geopolitical events and other uncertainties, such as the conflicts in Ukraine and the Middle East; ● current and future political and economic factors in the United States and China and the relationship between the two countries; ● our ability to maintain compliance with the Nasdaq Capital Market LLC’s listing standards; ● volatility in the market price of our common stock; ● our ability to fund our business with our current cash reserves based on our currently planned activities; ● our ability to raise the necessary capital required to continue our business on terms acceptable to us or at all; ● our expected cash needs and the availability and plans with respect to future financing; ● our ability to maintain the adequacy of internal control over financial reporting; ● adverse technological changes and cybersecurity threats; ● our ability to retain key management and mining personnel necessary to operate and grow our business successfully; and ● the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (“fiscal year 2025”), as amended October 10, 2025. 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. 3 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. U.S. GOLD CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS October 31, April 30, 2025 2025 ASSETS CURRENT ASSETS: Cash $ 8,836,730 $ 8,168,767 Prepaid expenses and other current assets 998,231 726,631 Total current assets 9,834,961 8,895,398 NON - CURRENT ASSETS: Property, net 1,526,563 431,875 Reclamation bond deposit 1,256,929 1,134,329 Operating lease right-of-use asset, net 83,121 34,410 Mineral rights 14,370,255 14,370,255 Total non - current assets 17,236,868 15,970,869 Total assets $ 27,071,829 $ 24,866,267 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 1,574,098 $ 636,734 Stock payable 47,500 208,809 Operating lease liabilities, current portion 48,710 34,410 Total current liabilities 1,670,308 879,953 LONG- TERM LIABILITIES Warrant liability - 11,631,100 Asset retirement obligation 355,265 338,421 Operating lease liabilities, less current portion 34,411 - Deferred tax liability 430,486 430,486 Total long-term liabilities: 820,162 12,400,007 Total liabilities 2,490,470 13,279,960 Commitments and Contingencies - - STOCKHOLDERS’ EQUITY : Preferred stock, $ 0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding as of October 31, 2025 and April 30, 2025 - - Common stock, $ 0.001 par value; 200,000,000 shares authorized; 14,385,202 shares and 12,692,784 shares issued and outstanding as of October 31, 2025 and April 30, 2025 14,385 12,693 Additional paid-in capital 124,534,247 104,980,837 Accumulated deficit ( 99,967,273 ) ( 93,407,223 ) Total stockholders’ equity 24,581,359 11,586,307 Total liabilities and stockholders’ equity $ 27,071,829 $ 24,866,267 See accompanying notes to unaudited condensed consolidated financial statements. 4 U.S. GOLD CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months For the Three Months For the Six Months For the Six Months Ended Ended Ended Ended October 31, 2025 October 31, 2024 October 31, 2025 October 31, 2024 Net revenues $ - $ - $ - $ - Operating expenses: Compensation and related taxes - general and administrative 319,567 222,773 647,848 462,832 Exploration costs 605,289 499,965 880,370 1,212,050 Professional and consulting fees 2,510,326 661,954 3,958,741 1,314,443 General and administrative expenses 1,119,799 757,802 2,706,099 1,745,862 Total operating expenses 4,554,981 2,142,494 8,193,058 4,735,187 Loss from operations ( 4,554,981 ) ( 2,142,494 ) ( 8,193,058 ) ( 4,735,187 ) Other income (expense): Interest income 68,430 25,017 134,008 41,555 Other income 4,000 - 4,000 - Change in fair value of warrant liability - 14,950 1,495,000 ( 1,734,200 ) Total other income (expense) 72,430 39,967 1,633,008 ( 1,692,645 ) Loss before provision for income taxes ( 4,482,551 ) ( 2,102,527 ) ( 6,560,050 ) ( 6,427,832 ) Provision for income taxes - - - - Net loss $ ( 4,482,551 ) $ ( 2,102,527 ) $ ( 6,560,050 ) $ ( 6,427,832 ) Net loss per common share, basic and diluted $ ( 0.31 ) $ ( 0.20 ) $ ( 0.47 ) $ ( 0.60 ) Weighted average common shares outstanding - basic and diluted 14,323,910 10,746,496 14,096,397 10,739,347 See accompanying notes to unaudited condensed consolidated financial statements. 5 U.S. GOLD CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2025 AND 2024 Common Stock Total $0.001 Par Value Additional Accumulated Stockholders’ Shares Amount Paid-in Capital Deficit Equity Balance, April 30, 2025 12,692,784 $ 12,693 $ 104,980,837 $ ( 93,407,223 ) $ 11,586,307 Issuance of common stock for services including accrued and prepaid services 32,049 32 251,277 - 251,309 Issuance of common stock for exercise of stock options 2,742 3 13,201 - 13,204 Issuance of common stock for exercise of stock warrants 1,038,384 1,038 6,481,974 - 6,483,012 Issuance of common stock for cashless exercise of stock warrants 260,071 260 ( 260 ) - - Reclassification of warrant liability into equity upon exercise of warrants - - 10,136,100 - 10,136,100 Accretion of stock based compensation in connection with stock option grants - - 79,746 - 79,746 Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants - - 55,267 - 55,267 Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants - - 55,267 - 55,267 Net loss - - - ( 2,077,499 ) ( 2,077,499 ) Balance, July 31, 2025 14,026,030 14,026 121,998,142 ( 95,484,722 ) 26,527,446 Issuance of common stock for cash 38,541 38 523,238 - 523,276 Issuance of common stock for exercise of stock options 1,726 2 13,202 - 13,204 Issuance of common stock for exercise of stock warrants 266,665 267 1,864,703 - 1,864,970 Issuance of common stock for cashless exercise of stock warrants 52,240 52 ( 52 ) - - Accretion of stock based compensation in connection with stock option grants - - 79,746 - 79,746 Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants - - 55,268 - 55,268 Stock-based compensation in connection with restricted common stock award grants and restricted and deferred common stock unit grants - - 55,268 - 55,268 Net loss - - - ( 4,482,551 ) ( 4,482,551 ) Balance, October 31, 2025 14,385,202 $ 14,385 $ 124,534,247 $ ( 99,967,273 ) $ 24,581,359 6 Common Stock Total $0.001 Par Value Additional Accumulated Stockholders’ Shares Amount Paid-in Capital Deficit Equity Balance, April 30, 2024 10,732,277 $ 10,732 $ 90,297,824 $ ( 72,848,101 ) $ 17,460,455 Accretion of stock based compensation in connection with stock option grants - - 7,402 - 7,402 Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants - - 9,375 - 9,375 Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants - - 9,375 - 9,375 Net loss - - - ( 4,325,305 ) ( 4,325,305 ) Balance, July 31, 2024 10,732,277 10,732 90,314,601 ( 77,173,406 ) 13,151,927 Issuance of common stock for exercise of stock warrants 15,000 15 67,185 - 67,200 Issuance of common stock for services including accrued and prepaid services 30,212 30 119,970 - 120,000 Issuance of common stock for vested restricted stock unit 7,927 8 ( 8 ) - - Accretion of stock based compensation in connection with stock option grants - - 7,402 - 7,402 Net loss - - - ( 2,102,527 ) ( 2,102,527 ) Balance, October 31, 2024 10,785,416 $ 10,785 $ 90,509,150 $ ( 79,275,933 ) $ 11,244,002 See accompanying notes to unaudited condensed consolidated financial statements. 7 U.S. GOLD CORP. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months For the Six Months Ended Ended October 31, 2025 October 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 6,560,050 ) $ ( 6,427,832 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 24,636 16,054 Accretion 16,844 15,323 Amortization of right-of-use asset 29,343 28,170 Stock based compensation 290,026 79,179 Amortization of prepaid stock based expenses 15,000 - Change in fair value of warrant liability ( 1,495,000 ) 1,734,200 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 249,100 ) 398,484 Reclamation bond deposit ( 122,600 ) 25,000 Accounts payable and accrued liabilities 937,365 147,985 Stock payable 32,500 - Operating lease liability ( 29,343 ) ( 28,170 ) NET CASH USED IN OPERATING ACTIVITIES ( 7,110,379 ) ( 4,011,607 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of land and building ( 1,119,324 ) - NET CASH USED IN INVESTING ACTIVITIES ( 1,119,324 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock for cash 523,276 - Proceeds from issuance of common stock for exercise of stock option 26,408 - Proceeds from issuance of common stock for exercise of stock warrants 8,347,982 67,200 NET CASH PROVIDED BY FINANCING ACTIVITIES 8,897,666 67,200 NET INCREASE/(DECREASE) IN CASH 667,963 ( 3,944,407 ) CASH - beginning of year 8,168,767 5,574,278 CASH - end of period $ 8,836,730 $ 1,629,871 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ - $ - Income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: Issuance of common stock for accrued services $ 193,809 $ - Issuance of common stock for prepaid services $ 37,500 $ 65,000 Reclassification of warrant liability into equity upon exercise of warrants $ 10,136,100 $ - Operating lease right-of-use asset and operating lease liability recorded upon lease modification $ 78,054 $ - See accompanying notes to unaudited condensed consolidated financial statements. 8 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Organization U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. The Company is a gold and precious metals exploration company pursuing exploration and development properties. The Company owns certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. The Company has established an estimate of proven and probable mineral reserves under subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission (“S-K 1300”) at its CK Gold Project, where the Company is conducting exploration and pre-development activities, and all of its activities on its other properties are exploratory in nature. The Company’s CK Gold property contains proven and probable mineral reserves and accordingly is classified as a development stage property, as defined in S-K 1300. None of the Company’s other properties contain proven and probable mineral reserves and all activities are exploratory in nature. Unless the context otherwise requires, all references herein to the “Company” refer to U.S. Gold Corp. and its consolidated subsidiaries. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-Q, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes the unaudited condensed consolidated financial statements and presents the unaudited condensed consolidated financial statements of the Company and its wholly owned subsidiaries as of October 31, 2025. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended April 30, 2025, which are contained in the Form 10-K filed on July 29, 2025, as amended October 10, 2025. The unaudited condensed consolidated balance sheet as of April 30, 2025 was derived from those financial statements. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Operating results during the six months ended October 31, 2025, are not necessarily indicative of the results to be expected for the fiscal year ending April 30, 2026 (“fiscal year 2026”). Use of Estimates and Assumptions In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, valuation of mineral rights, stock-based compensation, the fair value of common stock, valuation of warrant liability, asset retirement obligations and the valuation of deferred tax assets and liabilities. Fair Value Measurements The Company has adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with U.S. GAAP, which requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. 9 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s warrant liability for warrants issued in connection with equity financings in March 2022 and April 2023 (see Note 9) was estimated using a Monte Carlo simulation model using Level 3 inputs. Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did no t have any cash equivalents on hand at October 31, 2025 and April 30, 2025. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . To reduce its risk associated with the failure of such financial institutions, the Company evaluates, at least annually, the rating of the financial institutions in which it holds deposits. At October 31, 2025 and April 30, 2025, the Company had bank balances of approximately $ 8.6 million and $ 7.9 million, respectively, exceeding the FDIC insurance limit on interest bearing accounts. Prepaid expenses and other current assets Prepaid expenses and other current assets of $ 998,231 and $ 726,631 at October 31, 2025 and April 30, 2025, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash and equity instruments for consulting, public relations, business advisory services, insurance premiums, mining claim fees, easement fees, options fees, and mineral lease fees which are being amortized over the terms of their respective agreements. Property Property is carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally three 3 to fifteen years . Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did no t recognize any impairment during the six months ended October 31, 2025 and 2024. Mineral Rights Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred. Where the Company has identified proven and probable mineral reserves on any of its properties, development costs will be capitalized when all the following criteria have been met, a) the Company receives the requisite operating permits, b) completion of a favorable Feasibility Study and c) approval from the Board of director’s authorizing the development of the ore body. Until such time all these criteria have been met the Company records pre-development costs to expense as incurred. 10 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 When a property reaches the production stage, the related capitalized costs will be amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of Long-Lived Assets”, and evaluates their carrying value under ASC 930-360, “Extractive Activities—Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value. To date, the Company has expensed all exploration and pre-development costs as none of its properties have satisfied the criteria above for capitalization. ASC 930-805, “Extractive Activities—Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both: ● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. Leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”. Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation—Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Accounting for Warrants Warrants are accounted for in accordance with the applicable accounting guidance provided in ASC 815, “Derivatives and Hedging” (“ASC 815”) as either derivative liabilities or as equity instruments, depending on the specific terms of the agreements. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Instruments that are classified as liabilities are recorded at fair value at each reporting period, with any change in fair value recognized as a component of change in fair value of derivative liabilities in the unaudited condensed consolidated statements of operations. The Company assessed the classification of its outstanding common stock purchase warrants as of the date of issuance and determined that such instruments, except for the warrants discussed under Warrant Liability below, met the criteria for equity classification under the guidance in ASC 260, “Earnings Per Share”; ASC 480, “Distinguishing Liabilities from Equity”; ASC 815, “Derivatives and Hedging”. The Company has no outstanding warrants that contain a “down round” feature under ASC 815-10. 11 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 Warrant Liability The Company accounts for the 625,000 warrants and 870,000 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, the Company classifies 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 the Company’s 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 (see Note 9). Offering Costs Offering costs incurred consisted of legal, placement agent fees and other costs that were directly related to registered direct offerings. Offering costs were allocated to the separable financial instruments issued in the registered direct offering based on the same proportion as the proceeds were allocated to the warrants and equity. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs related to warrant liability in the unaudited condensed consolidated statements of operations. Offering costs associated with the sale of common shares are charged against equity. Remediation and Asset Retirement Obligation Asset retirement obligations (“ARO”), consisting primarily of estimated reclamation costs at the Company’s CK Gold and Keystone properties, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. AROs are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its AROs annually or more frequently at interim periods if deemed necessary. Foreign Currency Transactions The reporting and functional currency of the Company is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Translation adjustments, and transaction gains or losses, have not had, and are not expected to have, a material effect on the results of operations of the Company and are included in general and administrative expenses. Leases The Company accounts for leases in accordance with ASC Topic 842, Leases. Operating lease right of use assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for re-measurement. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations. 12 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10, “Accounting for Uncertain Income Tax Positions” (“ASC 740-10”). When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits or for any related interest and penalties. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. The Company follows ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service and state taxing authorities, generally for three years after they are filed. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as expensing of U.S. research expenditures and eligible capital expenditures, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. There were no impacts reflected in our results for the quarter ending October 31, 2025, and our income tax expense or effective income tax rate. Segment Information The Company is engaged in the exploration and evaluation of its mineral properties. In accordance with ASC 280 – Segment Reporting, the Company has determined that it operates in one operating and reportable segment. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (CODM). This determination is based on the manner in which the CODM, identified as the Chief Executive Officer, makes operating decisions, allocates resources and assesses financial performance. All activities are related to the exploration and evaluation of mineral properties, and the Company has not commenced commercial operations or generated revenues to date. Internal reporting and decision-making are performed, and all financial results are reviewed on a consolidated basis by the CODM, without differentiation by individual exploration property. The single segment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated financial statements are representative of such amounts. For the six months ended October 31, 2025 and 2024, the Company operated in one operating segment. Recent Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material effect on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an effect on or are unrelated to its financial condition, results of operations, cash flows or disclosures. 13 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 In December 2023, FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. ASU 2023-09 allows entities to apply the amendment prospectively or elect retrospective application. The Company is currently assessing the impact of ASU 2023-09 on its annual disclosures. On November 4, 2024, the FASB issued ASU No. 2024-03 Subtopic 220-40 – Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and early adoption is permitted. ASU 2024-03 allows entities to apply the amendment prospectively or elect retrospective application. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s consolidated financial statements. On December 8, 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements. NOTE 3 — GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of October 31, 2025, the Company had cash of approximately $ 8.8 million, working capital of approximately $ 8.2 million, which consists primarily of cash, and an accumulated deficit of approximately $ 99.97 million. The Company had a net loss and cash used in operating activities of approximately $ 6.6 million and $ 7.1 million, respectively, for the six months ended October 31, 2025. As a result of the utilization of cash in its operating activities, and the development of its assets, the Company has incurred losses since it commenced operations. The Company’s primary source of operating funds since inception has been equity financings. As of the filing date of this Form 10-Q, the Company may have sufficient cash to fund its corporate activities and general and administrative costs and currently undertaken project activities related to permitting and engineering studies. However, in order to advance any of its projects past the aforementioned objectives the Company does not have sufficient cash and will need to raise additional funds. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 — MINERAL RIGHTS As of the dates presented, mineral properties consisted of the following: SCHEDULE OF MINERAL RIGHTS October 31, 2025 April 30, 2025 CK Gold Project $ 3,091,738 $ 3,091,738 Keystone Project 1,028,885 1,028,885 Challis Gold Project 10,249,632 10,249,632 Total $ 14,370,255 $ 14,370,255 Mineral properties $ 14,370,255 $ 14,370,255 NOTE 5 — PROPERTY AND EQUIPMENT As of the dates presented, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT October 31, 2025 April 30, 2025 Site costs $ 203,320 $ 203,320 Land 654,731 352,718 Building 817,311 - Computer equipment 9,924 9,924 Vehicle 39,493 39,493 Total 1,724,779 605,455 Property and equipment, gross 1,724,779 605,455 Less: accumulated depreciation ( 198,216 ) ( 173,580 ) Total $ 1,526,563 $ 431,875 Property and equipment, net $ 1,526,563 $ 431,875 14 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 For the three months ended October 31, 2025 and 2024, depreciation expense amounted to $ 16,200 and $ 7,923 , respectively, and for the six months ended October 31, 2025 and 2024, depreciation expense amounted to $ 24,636 and $ 16,054 , respectively, and was included in general and administrative expenses as reflected in the accompanying unaudited condensed consolidated statements of operations. In September 2025, the Company acquired land and a building located in Cheyenne, Wyoming for a total purchase price of $ 1,119,324 (the “Property Acquisition”). Concurrent with the Property Acquisition, the Company entered into a one-year lease agreement (the “leaseback”) to lease the property back to the seller (the “seller-lessee”). Accordingly, the Company is the lessor (the “buyer-lessor”) in the leaseback arrangement. The leaseback is accounted for as an operating lease under ASC 842. In accordance with ASC 842-40 (Sale and Leaseback Transactions), the Company evaluated and determined that the contractual leaseback payments are below market rent for comparable properties and terms. ASC 842-40 requires the adjustment of the purchase price of the underlying asset for any off-market terms of sale and leaseback transactions. A buyer-lessor should account for such difference as prepayment of rent by the seller-lessee, which should be recognized as lease income along with the contractual leaseback payments. Accordingly, the acquired land and building is recorded at an adjusted cost of $ 1,119,324 which consists of the purchase price of $ 1,095,336 and the off-market adjustment of $ 23,988 of deferred rent representing the value of the below-market leaseback terms. The deferred rent is presented within accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet and will be amortized to other income ratably over the one-year term of the lease agreement. NOTE 6 — ASSET RETIREMENT OBLIGATION In conjunction with various permit approvals permitting the Company to undergo exploration activities at the CK Gold and Keystone projects, the Company has recorded an ARO based upon the reclamation plans submitted in connection with the various permits. The following table summarizes activity in the Company’s ARO for the periods presented: SCHEDULE OF ASSET RETIREMENT OBLIGATION October 31, 2025 April 30, 2025 Balance, beginning of period $ 338,421 $ 307,657 Retired - - Accretion expense 16,844 30,764 Balance, end of period $ 355,265 $ 338,421 For the three months ended October 31, 2025 and 2024, accretion expense amounted to $ 8,365 and $ 7,605 respectively, and for the six months ended October 31, 2025 and 2024, accretion expense amounted to $ 16,844 and $ 15,323 respectively, and was included in general and administrative expenses as reflected in the accompanying unaudited condensed consolidated statements of operations. 15 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 NOTE 7 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES On May 1, 2021, the Company entered into a lease agreement for a facility in Cheyenne, Wyoming. The initial term of the lease was for a two-year period from May 2021 to May 2023 starting with a monthly base rent of $ 1,667 . On January 30, 2023, the Company entered into a first lease amendment effective as of May 1, 2023, to extend this lease for a period of one year expiring April 30, 2024. On January 11, 2024, the Company entered into a second lease amendment effective as of May 1, 2024, to extend this lease for another period of one year expiring April 30, 2025, with an option to renew the lease for an additional one-year term. Under the second lease amendment, the monthly base rent was increased from $ 1,768 to $ 1,821 on May 1, 2024. On January 30, 2025, the Company entered into a third lease amendment effective as of May 1, 2025, to extend this lease for another period of one year expiring April 30, 2026, with an option to renew the lease for an additional one-year term. Under the third lease amendment, the monthly base will increase from $ 1,821 to $ 1,876 on May 1, 2025. The Company accounted for the lease amendments as lease modifications under ASC 842. On January 30, 2023, the effective date of the first lease amendment, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 20,472 based on the net present value of lease payments discounted using an incremental borrowing rate of 8 %. On January 11, 2024, the effective date of the second lease amendment, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 20,936 based on the net present value of lease payments discounted using an incremental borrowing rate of 8 %. On January 30, 2025, the effective date of the third lease amendment, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 21,564 based on the net present value of lease payments discounted using an incremental borrowing rate of 8 %. On September 1, 2021, the Company entered into a lease agreement for another facility in Cheyenne, Wyoming. The initial term of the lease was for a two-year period from September 2021 through August 2023. On October 18, 2023, the Company entered into a lease amendment effective as of September 1, 2023 and extended the lease for a period of two years expiring August 31, 2025. On September 1, 2023, the effective date of the amendment, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 72,672 based on the net present value of lease payments discounted using an incremental borrowing rate of 8 %. On June 18, 2025, the Company entered into a second lease amendment effective as of September 1, 2025, to extend the lease for a period of two years expiring August 31, 2027. The Company will not have an option to renew the lease past August 31, 2027, unless agreed to by the lessor and the Company. Pursuant to the lease amendment, the monthly base rent will increase from $ 3,265 to $ 3,600 . On June 18, 2025, the effective date of the second amendment, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $ 78,054 based on the net present value of lease payments discounted using an incremental borrowing rate of 9.95 %. During the three months ended October 31, 2025 and 2024, lease expense of $ 19,909 and $ 18,931 , respectively, and during the six months ended October 31, 2025 and 2024, lease expense of $ 39,148 and $ 37,862 , respectively, was included in general and administrative expenses as reflected in the accompanying consolidated statements of operations. Right-of- use assets are summarized below: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES October 31, 2025 April 30, 2025 Operating leases $ 83,121 $ 34,410 Operating Lease liabilities are summarized below: October 31, 2025 April 30, 2025 Operating lease, current portion $ 48,710 $ 34,410 Operating lease, long term portion 34,411 - Total lease liability $ 83,121 $ 34,410 The weighted average remaining lease term for the operating leases is 1.66 years and the weighted average incremental borrowing rate is 9.69 % at October 31, 2025. The following table includes supplemental cash and non-cash information related to the Company’s leases: SCHEDULE OF SUPPLEMENTAL CASH AND NON-CASH INFORMATION Period ended October 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating lease $ 31,515 $ 30,517 16 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 The remaining minimum lease payments under non-cancelable operating leases at October 31, 2025 are as follows: SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES Year ended April 30, 2026- remainder 32,855 Year ended April 30, 2027 43,200 Year ended April 30, 2028 14,400 Total $ 90,455 Less: imputed interest ( 7,334 ) Total present value of lease liability $ 83,121 NOTE 8 — RELATED PARTY TRANSACTIONS On November 25, 2024, the Company and Luke Norman Consulting Ltd. (“Norman Consulting”), an entity controlled by Luke Norman, who was appointed as a director of the Company on May 18, 2022, to provide services related to investor and strategic introductions for potential mergers and acquisitions and other potential and strategic relationships, entered into a consulting agreement (the “November 2024 Agreement”) for an initial term of 12 months, which shall automatically renew for a successive 12-month period unless terminated by the Company. As compensation for services rendered by Norman Consulting to the Company in connection with the November 2024 Agreement, the Company shall pay Norman Consulting an annual consulting fee of $ 250,000 , which shall be paid in equal monthly installments. Additionally, Norman Consulting shall be entitled to receive payments upon the occurrence of a “transformative transaction” (as defined in the November 2024 Agreement). The Company also agreed to compensate Norman Consulting for its past services to the Company from March 2024 to October 2024 by (i) issuing 19,779 restricted shares of the Company’s common stock to Norman Consulting and (ii) paying a lump-sum cash payment of $ 65,000 to Norman Consulting. The Company paid consulting fees to Norman Consulting of $ 62,500 and $ 0 in cash during the three months ended October 31, 2025 and 2024, respectively, and $ 125,000 and $ 0 in cash during the six months ended October 31, 2025 and 2024, respectively. The Company issued the 19,779 shares discussed above on June 26, 2025. Additionally, as of October 31, 2025, the Company recorded accounts payable and accrued expenses totaling $ 127,078 due to Norman Consulting that was included in accounts payable and accrued liabilities. NOTE 9 — WARRANT LIABILITY As of October 31, 2025 and April 30, 2025, the Company’s warrant liabilities were valued at $ 0 and $ 11,631,100 , respectively. Under the guidance in ASC 815-40, certain warrants did not meet the criteria for equity treatment. These warrants included a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the completion of a “fundamental transaction.” A fundamental transaction, as defined in the warrants, includes (a) any merger or consolidation by and between the Company and another Person, (b) the sale or other disposition by the Company of all or substantially all of its assets, (c) the completion of any tender offer or exchange offer pursuant to which the holders of greater than 50% of the Company’s outstanding common stock has agreed to tender or exchange their securities, and (d) the consummation of a stock purchase agreement or other business combination whereby another Person acquires more than 50% of the outstanding shares of common stock of the Company. In the event of a fundamental transaction, the holder of the warrant has the right to require that the Company purchase the warrant from the holder by paying the holder an amount of cash equal to a valuation based on the Black-Scholes Option Pricing Model reflecting an expected volatility equal to the greater of 100% or the 100-day volatility as of the trading day immediately following the public announcement of the applicable fundamental transaction. This volatility input precludes the Company from applying equity accounting as the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly, the Company concluded that liability accounting was required. The Company utilized a Monte Carlo Simulation model to estimate the fair values of the April 2023 and March 2022 warrants, which incorporated significant inputs that were not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration. The Company determined the fair value by using the below key inputs to the Monte Carlo Simulation Model. As such, these warrants are recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. In May 2025, the Company issued an aggregate of 870,000 shares of common stock upon the exercise of the 870,000 common stock purchase warrants and received proceeds of approximately $ 5,359,200 . Additionally, in May 2025, the Company issued an aggregate of 260,071 shares of common stock upon the cashless exercise of the 625,000 common stock purchase warrants. Therefore, the fair value of the warrant liability on the date of exercise of $ 10,136,100 was reclassified into additional paid in capital in May 2025. 17 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 Measurement The Company accounted for the 625,000 warrants issued on March 18, 2022 and the 870,000 warrants issued on April 10, 2023, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and were recorded as a liability. In May 2025, the fair value of the warrant liability on the date of exercise was reclassified into additional paid in capital (see above). The key inputs for the warrant liability were as follows as of May 2, 2025 (the valuation date before the date of exercise): SCHEDULE OF KEY INPUTS FOR THE WARRANT LIABILITY Key Valuation Inputs Expected term (years) 3.44 Annualized volatility 64.2 % Volatility if fundamental transaction occurs 100.00 % Risk-free interest rate 3.84 % Stock price $ 9.99 Dividend yield 0.00 % Exercise price $ 6.16 Probability of fundamental transaction 95 % Date of fundamental transaction 0.25 years to 3.44 years The key inputs for the warrant liability were as follows as of April 30, 2025: Key Valuation Inputs Expected term (years) 3.45 Annualized volatility 64.0 % Volatility if fundamental transaction occurs 100.00 % Risk-free interest rate 3.61 % Stock price $ 10.97 Dividend yield 0.00 % Exercise price $ 6.16 Probability of fundamental transaction 95 % Date of fundamental transaction 0.25 years to 3.45 years The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the six months ended October 31, 2025: SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITY Warrant Liability Fair value as of April 30, 2025 $ 11,631,100 Change in fair value ( 1,495,000 ) Reclassification into equity upon warrant exercise ( 10,136,100 ) Fair value as of October 31, 2025 $ - 18 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 NOTE 10 — STOCKHOLDERS’ EQUITY As of October 31, 2025, authorized capital stock consisted of 200,000,000 shares of common stock, par value $ 0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $ 0.001 per share, of which 1,300,000 shares are designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series B Convertible Preferred Stock, 45,002 shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as Series D Convertible Preferred Stock, 2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated as Series F Preferred Stock, 127 shares are designated as Series G Preferred Stock, 106,894 shares are designated as Series H Preferred Stock, and 921,666 shares are designated as Series I Preferred Stock. The Company’s Board has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock. There were no shares of Preferred Stock outstanding as of October 31, 2025 and April 30, 2025. Common Stock Issued for Cash During August and September 2025, the Company issued 38,541 shares of its common stock pursuant to the Controlled Equity Offering SM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co., for gross proceeds of approximately $ 523,276 . Common Stock Issued for Exercise and Cashless Exercise of Stock Warrants In May 2025, the Company issued an aggregate of 910,384 shares of common stock upon the exercise of 910,384 common stock purchase warrants and received proceeds of approximately $ 5,682,272 . Out of the 910,384 warrants exercised, 870,000 warrants were accounted for under warrant liability accounting (see Note 9). Additionally in May 2025, the Company issued an aggregate of 260,071 shares of common stock upon the cashless exercise of 625,000 common stock purchase warrants which were accounted for under warrant liability accounting (see Note 9). In June 2025 and July 2025, the Company issued an aggregate of 128,000 shares of common stock upon the exercise of 128,000 common stock purchase warrants and received proceeds of approximately $ 800,740 . Between August 2025 and October 2025, the Company issued an aggregate of 266,665 shares of common stock upon the exercise of 266,665 common stock purchase warrants and received proceeds of approximately $ 1,864,970 . Additionally between August 2025 and October 2025, the Company issued an aggregate of 52,240 shares of common stock upon the cashless exercise of 105,000 common stock purchase warrants. Common Stock Issued for Exercise and Cashless Exercise of Stock Options In May 2025, the Company issued 1,726 shares of common stock upon the exercise of 1,726 stock options and received proceeds of approximately $ 13,204 . Additionally in May 2025, the Company issued 1,016 shares of common stock upon the cashless exercise of 3,453 stock options. In September 2025, the Company issued 1,726 shares of common stock upon the exercise of 1,726 stock options and received proceeds of approximately $ 13,204 . Common Stock Issuances, Restricted Stock Awards, and RSUs/DSUs Granted for Services On June 26, 2025, the Company issued an aggregate of 4,998 shares of common stock to a consultant in connection with a consulting agreement for services rendered from October 2024 to May 2025. The 4,998 shares of common stock had a fair value of approximately $ 40,000 , or $ 8 per share, based on the quoted trading prices on the respective monthly valuation dates, which was fully vested and expensed over each monthly service period from October 2024 to May 2025. In connection with this issuance, the Company reduced accrued liabilities by $ 35,000 and recognized stock-based compensation of $ 55,000 during the six months ended October 31, 2025. On June 26, 2025, the Company issued 7,272 shares of common stock to a consultant in connection with a consulting agreement for services to be rendered from March 2025 to March 2026. The 7,272 shares of common stock had a fair value of approximately $ 60,000 , or $ 8.25 per share, based on the quoted trading price on the starting date of the consulting agreement. The Company reduced accrued liabilities by $ 7,500 , recognized stock-based compensation of $ 30,000 during the six months ended October 31, 2025 and recorded prepaid stock-based expense of $ 22,500 at October 31, 2025 to be amortized over the term of the agreement. 19 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 On June 26, 2025, the Company issued 19,779 shares of common stock to a director of the Company for his past consulting services from March 2024 to October 2024 (see Note 8). Accordingly, the Company reduced accrued liabilities by $ 151,309 at October 31, 2025. Total stock-based compensation expense for awards issued for services was $ 55,268 and $ 0 for the three months ended October 31, 2025, and 2024, respectively, and total stock-based compensation expense for awards issued for services was $ 110,535 and $ 9,375 for the six months ended October 31, 2025, and 2024, respectively. As of October 31, 2025, there were 44,866 unvested RSUs and 4,033 unvested DSUs outstanding, with a total unvested compensation expense of $ 334,958 remaining to be expensed, which will vest upon the occurrence of certain conditions. Additionally, there were 497,331 vested RSUs and 40,233 vested DSUs that had been awarded but had not yet been converted into common stock. In total, 586,461 RSUs and DSUs, both vested and unvested, remained outstanding as of October 31, 2025. A summary of the changes in RSUs and DSUs outstanding during the six months ended October 31, 2025 follows: SCHEDULE OF ACTIVITY RESTRICTED AND DEFERRED STOCK UNITS Restricted and Deferred Stock Units Weighted Average Grant-Date Fair Value Per Share Balance at April 30, 2025 586,461 $ 9.60 Granted - - Vested and converted - - Balance at October 31, 2025 586,461 $ 9.60 Equity Incentive Plan In August 2017, the Board approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) including the reservation of 165,000 shares of common stock thereunder. On August 6, 2019, the Board approved and adopted, subject to stockholder approval, the 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan initially reserved 330,710 shares for future issuance to officers, directors, employees and contractors as directed from time to time by the Compensation Committee of the Board. The 2020 Plan was approved by a vote of stockholders at the 2019 annual meeting. With the approval and effectivity of the 2020 Plan, no further grants will be made under the 2017 Plan. On August 31, 2020, the Board approved and adopted, subject to stockholder approval, an amendment (the “2020 Plan Amendment”) to the 2020 Plan. The 2020 Plan Amendment increased the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 836,385 , to a total of 1,167,095 shares of the Company’s common stock. The 2020 Plan Amendment was approved by the Company’s stockholders on November 9, 2020. On December 16, 2022, the Company’s stockholders approved another amendment to the 2020 Plan increasing the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 1,252,476 shares, to a total of 2,419,571 shares of the Company’s common stock. 20 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 Stock options The following is a summary of the Company’s stock option activity during the six months ended October 31, 2025: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2025 458,670 $ 6.86 3.77 Granted — — — Exercised ( 6,905 ) 7.65 4.54 Forfeited — — — Cancelled ( 2,500 ) 7.52 4.79 Balance at October 31, 2025 449,265 6.84 3.25 Options exercisable at end of period 384,702 $ 6.71 Options expected to vest 64,563 $ 7.65 Weighted average fair value of options granted during the period $ — At October 31, 2025 and April 30, 2025, the aggregate intrinsic value of options outstanding and exercisable were $ 3,808,769 and $ 1,886,016 , respectively. Stock-based compensation for stock options recorded in the unaudited condensed consolidated statements of operations totaled $ 79,746 and $ 7,402 for the three months ended October 31, 2025 and 2024, respectively, and $ 159,492 and $ 14,804 for the six months ended October 31, 2025 and 2024, respectively. A balance of $ 186,069 remains to be expensed over future vesting periods related to unvested stock options issued for services to be expensed over a weighted average period of 0.56 years. Stock-based expense for stock options were recorded in the following amounts as reflected in the unaudited condensed consolidated statements of operations: SCHEDULE OF STOCK BASED EXPENSE FOR STOCK OPTION For the three months ended October 31, 2025 For the three months ended October 31, 2024 Compensation and related taxes — general and administrative $ 43,071 $ 7,402 Professional and consulting fees 36,675 - Total $ 79,746 $ 7,402 For the six months ended October 31, 2025 For the six months ended October 31, 2024 Compensation and related taxes — general and administrative $ 86,142 $ 14,804 Professional and consulting fees 73,350 - Total $ 159,492 $ 14,804 21 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 Stock Warrants A summary of the Company’s outstanding warrants to purchase shares of common stock as of October 31, 2025, and the changes during the period are presented below: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2025 4,443,444 $ 7.30 2.93 Granted — — — Exercised ( 2,035,049 ) 6.31 2.21 Forfeited — — — Canceled — — — Total Warrants Outstanding at October 31, 2025 2,408,395 $ 8.14 2.61 Warrants exercisable at end of period 2,408,395 $ 8.14 2.61 Weighted average fair value of warrants granted during the period $ — As of October 31, 2025, the aggregate intrinsic value of warrants outstanding and exercisable was $ 17,293,729 . NOTE 11 — NET LOSS PER COMMON SHARE Net loss per share of common stock is calculated in accordance with ASC 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, by the weighted average number of shares of common stock outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded. SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE October 31, 2025 October 31, 2024 Common stock equivalents: Restricted and deferred stock units 586,461 425,548 Stock options 449,265 192,750 Stock warrants 2,408,395 4,273,949 Total 3,444,121 4,892,247 NOTE 12 — COMMITMENTS AND CONTINGENCIES Mining Leases The CK Gold property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases: (1) State of Wyoming Mining Lease No. 0-40828, consisting of 640 acres, and (2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres. These leases were assigned to the Company in July 2014 through the acquisition of the CK Gold Project. Leases to explore for or use natural resources are outside the scope of ASU 2016-02 “Leases”. Lease 0-40828 was renewed in February 2023 for a 10 ten-year term and Lease 0-40858 was renewed for a 10 ten-year term in February 2024. Lease 0-40828 requires an annual payment of $ 3.00 per acre starting with the year beginning February 2023 and Lease 0-40858 requires an annual payment of $ 3.00 per acre starting with the year beginning February 2024. The Company paid yearly required minimum lease payments of $ 3,360 in each of February 2024 and January 2025. 22 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 In connection with the Wyoming Mining Leases, production royalties of 2.1 % of net receipts are required to be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State of Wyoming. The future minimum lease payments at October 31, 2025 under these mining leases are as follows, with each payment to be made in the fourth quarter of the respective fiscal years: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal 2026 $ 3,360 Fiscal 2027 3,360 Fiscal 2028 3,360 Fiscal 2029 3,360 Fiscal 2030 3,360 Fiscal 2031 and thereafter 8,160 Total $ 24,960 The Company may renew each lease for a fourth term, which will require annual payments of $ 4.00 per acre. NPRC option: Pursuant to the Merger, the Company acquired from NPRC a mineral property called Challis Gold located in Idaho pursuant to an option agreement dated in February 2020, which was later amended in June 2020. The Company paid the minimum royalty payment of $ 25,000 in June 2024 for fiscal year 2025. The Company paid the minimum royalty payment of $ 25,000 in June 2025 for fiscal year 2026. The annual advance minimum royalty payments as of October 31, 2025, under the option agreement are as follows, with each payment to be made on the first anniversary of the effective date of the option agreement and continuing until the tenth anniversary: SCHEDULE OF ADVANCE MINIMUM ROYALTY PAYMENTS Fiscal 2027 $ 25,000 Fiscal 2028 25,000 Fiscal 2029 25,000 Fiscal 2030 25,000 Fiscal 2031 25,000 Total $ 125,000 100 % of the advance minimum royalty payments will be applied to the royalty credits. Exploration Access and Option to Lease Agreement On August 25, 2021 (“Effective Date”), the Company entered into an Exploration Access and Option to Lease Agreement (the “Agreement”) with a private-party landowner (the “Landowner”) whereby the Landowner granted the Company an option (the “Option”) to lease and right of way on a property located in Laramie County, Wyoming. The Company may exercise the Option for five years (“Option Term”) from the Effective Date. During the Option, the Landowner granted non-exclusive rights (the “Exploration Access Rights”) to the Company to use the surface of the property for an annual exploration and access right payment of $ 10,000 , thirty days after the effective date and each year on the anniversary of the Effective Date during the Option Term until such time the Option is exercised or expires. The Company is also required to pay an annual Option payment of $ 35,780 for the lease and $ 6,560 for the right of way within thirty days after the Effective Date and each year on the anniversary of the Effective Date during the Option Term until such time the Option is exercised by the Company or expires. The Company paid a total of $ 42,340 for each of the periods ended on September 1, 2021, 2022, 2023, 2024 and 2025, pursuant to this Agreement. 23 U.S. GOLD CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 2025 At any time during the Option Term, the Company may exercise the Option by providing a written notice to the Landowner and the Company shall pay a one-time right-of-way payment of $ 26,240 at closing and shall execute a lease agreement. The exclusive option to lease (the “Lease”) and right of way (the “Right of Way”) is for a term of ten years with the right to extend for an additional ten years and requires an annual lease payment of $ 50,000 , compensation for loss of grazing of $ 40.00 per acre impacted land and annual Right of Way payments of $ 13,120 . In consideration for the option rights, lease rights and Right of Way rights under this Agreement, the Company agreed to grant the Landowner shares of the Company’s common stock worth $ 50,000 , which shares will not vest, or be issued, until the Company executes the Lease. Currently, the Company has not executed the Lease. At any time during the Option Term, the Company may terminate this Agreement by providing a written notice to the Landowner. Upon termination, the Landowner is entitled to retain any payments already made and the Company shall have no further obligation after the date of termination. The Agreement, including the Option and the Exploration Access Rights, may be extended for a period of five years upon written notice from the Company. In the absence of such notice, the Agreement shall automatically terminate at the end of the Option Term. Currently, the Company has not exercised the Option. Legal Matters From time to time the Company may be involved in claims and legal actions that arise in the ordinary course of business. To the Company’s knowledge, there are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject. NOTE 13 — SUBSEQUENT EVENTS Warrant Exercises In November 2025, the Company issued an aggregate of 5,000 shares of common stock upon the exercise of 5,000 common stock purchase warrants and received proceeds of approximately $ 22,400 . 24 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. 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. The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Forward-Looking Statements 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. Overview U.S. Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our other properties are exploratory in nature. Summary of Activities for the Three months ended October 31, 2025 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. An overview of certain significant events follows: ● In August 2025, we announced that we plan to use Glencore Technology’s Jameson Cell Flotation Equipment for enhanced gold and copper recovery for our CK Gold Project in our feasibility study and project execution plan. ● In August 2025, we announced that we have entered into a contract with Cheyenne Light, Fuel and Power (“CLFP”), a subsidiary of Black Hills Corp., the first step toward construction of the powerline to serve the CK Gold Project. CLFP is expected to begin pre-construction planning, engineering and procurement activities in preparation for the potential construction of facilities as would be necessary to provide power and energy to the CK Gold Project. ● In October 2025, we received approval from the United States Forest Service of our revised Plan of Operations for mineral exploration at our Challis Gold Project in Idaho. 25 Results of Operations For the three and six months ended October 31, 2025 as compared to the three and six months ended October 31, 2024: Net Revenues 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. Operating Expenses 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. 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. Loss from Operations 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. Other Income (Expense) 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. 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. 26 Net Loss 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. Liquidity and Capital Resources The following table summarizes total current assets, liabilities and working capital at October 31, 2025, compared to April 30, 2025, and the changes between those periods: October 31, 2025 April 30, 2025 Increase (decrease) Current Assets $ 9,834,961 $ 8,895,398 $ 939,563 Current Liabilities $ 1,670,308 $ 879,953 $ 790,355 Working Capital $ 8,164,653 $ 8,015,445 $ 149,208 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. 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. 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. 27 Cash Used in Operating Activities 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. Cash Used in Investing Activities 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. Cash Provided by Financing Activities 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. Off-Balance Sheet Arrangements As of October 31, 2025, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements. Recently Issued Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to the unaudited condensed consolidated financial statements for a summary of recently issued accounting pronouncements. Critical Accounting Estimates There have been no changes to our critical accounting estimates during the three months ended October 31, 2025. 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, we are not required to include disclosure under this item. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Due to the previously disclosed late filing of Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures continued to not be effective as of October 31, 2025 as the Company continues to execute on its remediation plan as discussed below. 28 Remediation Plan and Status As disclosed above, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of October 31, 2025, due to the late filing of Amendment No.1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information. To remediate the ineffectiveness of the Company’s disclosure controls and procedures, the Company continues to formalize its processes with respect to identifying the filing deadlines for reports required to be filed under the Exchange Act, including, without limitation, developing disclosure controls and procedures specific to identifying and complying with filing deadlines and expanding training for personnel involved in the preparation and filing of reports required to be filed under the Exchange Act. (b) Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II: OTHER INFORMATION Item 1. LEGAL PROCEEDINGS From time to time, we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject. Item 1A. RISK FACTORS . As a smaller reporting company, we are not required to include disclosure under this item. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the quarter ended October 31, 2025, the Company sold an aggregate of 38,541 shares of common stock for gross proceeds of approximately $525,000 in the aggregate under the Controlled Equity Offering SM Sales Agreement, dated as of June 9, 2025, with Cantor Fitzgerald & Co. . During the quarter ended October 31, 2025, the Company issued an aggregate of 318,905 shares of common stock upon the exercise and cashless exercise of warrants to purchase our common stock for gross proceeds of $1,864,970. During the quarter ended October 31, 2025, the Company issued an aggregate of 1,726 shares of common stock upon the exercise of stock options to purchase our common stock for gross proceeds of $13,204. The issuances of the above securities were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. Item 3. DEFAULTS UPON SENIOR SECURITIES . None. Item 4. MINE SAFETY DISCLOSURES Pursuant to Section 1503(a) of the Dodd-Frank Act and subpart 104 of Regulation S-K, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three months ended October 31, 2025, the Company and its properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act or subpart 104 of Regulation S-K. 29 Item 5. OTHER INFORMATION. Insider Trading Arrangements and Policies During the three months ended October 31, 2025, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K). Item 6. EXHIBITS . EXHIBIT INDEX Exhibit No. Description 10.1 Form of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Bonus RSU Award Agreement) (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 10.2 Form of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term RSU Award Agreement) (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 10.3 Form of Nonqualified Stock Option Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Bonus Option and Short Term Option Award Agreement) (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 10.4 Form of Nonqualified Stock Option Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term Option Award Agreement) (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 10.5 Form of Deferred Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Short Term DSU Award Agreement) (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 10.6 Form of Deferred Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan (Form of Long Term DSU Award Agreement) (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 13, 2025) 31.1 Rule 13a-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a) Certification of Chief Financial Officer 32.1* Section 1350 Certification of Chief Executive Officer (Furnished not Filed) 32.2* Section 1350 Certification of Chief Financial Officer (Furnished not Filed) 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith 30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. U.S. GOLD CORP. Date: December 10, 2025 By: /s/ George M. Bee George M. Bee Chief Executive Officer (Principal Executive Officer) Date: December 10, 2025 By: /s/ Eric Alexander Eric Alexander Chief Financial Officer (Principal Financial and Accounting Officer) 31