U.S. Gold Corp.

 

The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements, have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 10-K for the fiscal year ended April 30, 2026, filed with the SEC on July 29, 2026.

 

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of July 31, 2026, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three months ended July 31, 2026 and 2025. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

 

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, 2026.

 

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.

 

In March 2026, we announced the results of the Feasibility Study for the CK Gold Project, which indicated, among other things:

 

●	an after-tax net present value of $632.0 million, based on prevailing metal prices at the time of the study;
●	that all required permits to begin construction have been secured and that a $5.0 million reclamation bond is in place to cover the first year of planned construction; and
●	an initial 11-year mine life and estimated reserves of 1.6 million gold equivalent ounces of gold, copper and silver.

 

Summary of Activities for the Three months ended July 31, 2026

 

During the three months ended July 31, 2026, we continued our focus on advancing our CK Gold Project in Wyoming and additionally performing field work for a potential drill program at the CK Gold Project. We also continue to enhance our understanding of our Keystone Project in Nevada and the Challis Gold Project in Idaho, for potential future exploration programs. Specifically:

 

●	In June 2026, we announced that we are developing a potential drill program at our CK Gold Project to test for mineral expansion adjacent and below the proposed pit and to follow up on new nearby magnetic anomalies.
●	In August 2026, we released a CEO Letter which provided an update on the Company’s activities for all 3 of its properties.

 

 

Results of Operations for the three-month periods ended July 31, 2026 versus 2025

 

Net Revenues

 

We are a development-stage company with no operations. Accordingly, we did not generate any revenue for the three-month periods ended July 31, 2026 and 2025.

 

Operating Expenses

 

Operating expenses for the three months ended July 31, 2026, totaled approximately $4,759,000 compared to approximately $3,638,000 for the three months ended July 31, 2025. The period-over-period increase of approximately $1,121,000 is primarily comprised of the following:

 

●	Compensation and related taxes – an increase of approximately $201,000 primarily due to increase in stock-based compensation related to RSUs and stock option grants to officers and employees, as well as increase in base salaries of our officers and employees.
●	Exploration costs - an increase of approximately $61,000 related to exploration activities and associated consulting expenses for our CK Gold property.
●	Professional and consulting fees - an increase of approximately $989,000 primarily due to:

 

○	an increase in director fees of approximately $397,000, primarily due to an increase in stock-based director fees as well as an increase in director compensation;
○	an increase in general strategic, permitting, engineering studies and consulting services costs of approximately $291,000 related to our CK Gold Project;
○	an increase in legal fees of approximately $171,000;
○	an increase in stock-based consulting expenses of approximately $111,000;
○	an increase in accounting fees of approximately $14,000; and
○	an increase in investor relation fees and other expenses of approximately $5,000.

 

●	General and administrative expenses – a net decrease in general and administrative expenses of approximately $130,000 due primarily to:

 

○	a decrease in advertising and marketing expenses of approximately $246,000;
○	an increase in office expenses of approximately $47,000;
○	an increase in insurance expense of approximately $18,000;
○	an increase in rent and lease expense of approximately $14,000;
○	an increase in travel and conference expenses of approximately $13,000;
○	an increase in public company expenses of approximately $12,000; and
○	an increase in depreciation and amortization expense of approximately $12,000.

 

Loss from Operations

 

We reported losses from operations of approximately $4,759,000 and $3,638,000 for the three months ended July 31, 2026 and 2025, respectively.

 

Other Income

 

We reported other income of approximately $158,000 and $1,561,000 for the three months ended July 31, 2026 and 2025, respectively. Other income primarily consisted of interest income and a change in the fair value of our warrant liability. Interest income increased by approximately $86,000 year-over-year, which is a result of higher cash balances during the quarter ended July 31, 2026, compared to the prior period.

 

During the three months ended July 31, 2025, all warrants for which a warrant liability had previously been established were exercised and the fair-market value at the time of exercise of the corresponding liability was reclassified to additional paid in capital, resulting in the recognition of a gain of $1,495,000. No such gain was recognized for the three months ended July 31, 2026.

 

Net Loss

 

We reported a net loss of approximately $4,601,000 and $2,077,000 for the three months ended July 31, 2026 and 2025, respectively.

 

 

Liquidity and Capital Resources

 

In June 2023, we received an Industrial Siting Permit (“ISP”) from the Wyoming Department of Environmental Quality, Industrial Siting Division, authorizing the construction of the CK Gold Project. The permit is valid for three years and renewable. Construction activities were initiated in 2025 but were paused in January 2026 pending the completion of financing for the complete project development. Despite having initiated construction, the Company requested an extension to the permit validity period to avoid any confusion over the status of the project and its permit while financing activities advanced after the publication of the project feasibility study in March 2026. At a May 2026 hearing, the Industrial Siting Council approved an extension of the ISP through December 2027, with the request that resumption of construction activities should only proceed once the Company demonstrates financial capacity to complete construction in coordination with the Director of the Industrial Siting Division. If the existing ISP expires, we would be required to reapply for a new ISP, which would involve a new application, public notification process, environmental and socioeconomic impact review, and public hearing before the Industrial Siting Division with final approval from the Industrial Siting Council. See Item 1A. “Risk Factors—Risks Related to Our Business—The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.

 

The Feasibility Study for the CK Gold Project estimates total initial capital costs of approximately $394 million (excluding $28 million of pre-production owner’s costs), which significantly exceeds our current financial resources. We will need to raise substantial additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction and bring the project into production. See Item 1A. “Risk Factors—Risks Related to Our Business—We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the Project” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.

 

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

 

The following table summarizes total current assets, liabilities and working capital at July 31, 2026, compared to April 30, 2026, and the changes between those periods:

 

	July 31, 2026		April 30, 2026		Increase (decrease)
Current Assets	$	28,535,170	$	32,195,838	$	(3,660,668	)
Current Liabilities	$	768,006	$	619,527	$	148,479
Working Capital	$	27,767,164	$	31,576,311	$	(3,809,147	)

 

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 three months ended July 31, 2026 and 2025, we incurred net losses in the amounts of approximately $4,601,000 and $2,077,000, respectively. For the three months ended July 31, 2026, cash used in operating activities was approximately $3,541,000. As of July 31, 2026, we had cash of approximately $27,115,000, working capital of approximately $27,767,000, and an accumulated deficit of approximately $115,216,000. Our primary source of operating funds since inception has been equity financings. As of July 31, 2026, we expect to have sufficient cash to fund our corporate activities, general and administrative costs, and currently undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects past the aforementioned objectives, we will need to raise additional funds. These matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of the financial statements included in this Quarterly Report on Form 10-Q for the period ended July 31, 2026.

 

We intend to continue pursuing additional sources of capital, which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof. There can be no assurance that additional financing will be available on acceptable terms, or at all. If we are unable to obtain additional financing or otherwise improve our liquidity, we may be required to significantly reduce operating expenditures, delay or abandon our projects, restructure obligations or pursue other strategic alternatives. See Item 1A. “Risk Factors—Risks Related to Our Financial Circumstances” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.

 

Cash Used in Operating Activities

 

Net cash used in operating activities totaled approximately $3,541,000 and $3,315,000 for the three months ended July 31, 2026 and 2025, respectively. The year-over-year increase of approximately $226,000 is primarily due to the following:

 

●	a larger net loss for the period of approximately $2,523,000;
●	a decrease in gain from change in fair value of warrant liability of approximately ($1,495,000) (non-cash item);
●	an increase in stock-based compensation of approximately ($609,000) (non-cash item);
●	a larger change in prepaid expenses of approximately ($314,000);
●	a larger change in accounts payables and accrued liabilities of approximately $125,000; and
●	other miscellaneous items totaling approximately ($4,000).

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities totaled approximately $0 for the three months ended July 31, 2026. Net cash provided by financing activities for the three months ended July 31, 2025, was approximately $6,496,000, which consisted of cash proceeds received in connection with the exercise of stock options and warrants.

 

Off-Balance Sheet Arrangements

 

As of July 31, 2026, 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 July 31, 2026. Critical accounting estimates made in accordance with our significant accounting policies are regularly discussed with the Audit Committee of the Company’s board of directors. Our critical accounting estimates are discussed under “Critical Accounting Estimates” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, and our significant accounting policies are discussed in Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed with the SEC on July 29, 2026.