true FY 0000027093

 0000027093

 2024-05-01
 2025-04-30

 0000027093

 2024-10-31

 0000027093

 2025-09-26

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended April 30, 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

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 1910
 East 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)

 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, $ 0.001 par value

 USAU

 Nasdaq
 Capital Market LLC

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has 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

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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of October 31, 2024, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding
on such date, excluding shares held by affiliates of the registrant as a group, was $ 62,456,823. This figure is based on the closing
sale price of $6.15 per share of the Registrant's common stock on October 31, 2024.

 Number
of shares of Common Stock outstanding as of September 26, 2025: 14,358,045.

 U.S.
GOLD CORP

 Page

 Explanatory Note

 ii

 Item
 1A.

 Risk Factors

 Item
 9A.

 Controls and Procedures

 Item
 10.

 Directors, Executive Officers, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Signatures

 i

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K (the "Original Filing")
of U.S. Gold Corp. (the "Company") for the fiscal year ended April 30, 2025, as filed with the Securities and Exchange Commission
(the "SEC") on July 29, 2025.

 The
Company is filing this Amendment solely to:

 amend
 the cover page of the Original Filing to delete the reference to incorporation by reference
 with respect to Part III information;

 amend
 and restate Part I, Item 1A of the Original Filing to add risk factors regarding our disclosure
 controls and procedures and recent sales under the Controlled Equity Offering SM Sales Agreement, dated June 9, 2025, with Cantor
Fitzgerald & Co.;

 amend
 and restate Part II, Item 9A of the Original Filing to update management's evaluation
 of disclosure controls and procedures to provide that, as of April 30, 2025, our disclosure
 controls and procedures were not effective due to the late filing of this Amendment to disclose the Part III information;

 amend
 and restate Part III (Items 10-14) of the Original Filing to include the information required
 by, and not included in, Part III of the Original Filing because the Company did not file
 its definitive proxy statement within 120 days of the end of its fiscal year ended April
 30, 2025; and

 file
 new Exhibits 10.11.2, 10.12, 10.13, 31.1 and 31.2 as exhibits to this Amendment under Item 15 of Part IV hereof.

 The
Company is not including a new certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being
amended or filed with this Amendment. Because the amended disclosures do not affect our financial statements, there also is no change to the conclusion
of the effectiveness of our internal control over financial reporting as of April 30, 2025.

 Except
as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not
purport to reflect any information or events subsequent to the filing of the Original Filing. As such, this Amendment only speaks as
of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained
in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Company's
filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.

 As
used in this Amendment, the terms the "Company," "we," "our" and "us" refer to U.S. Gold
Corp., its predecessors and consolidated subsidiaries, or any one or more of them as the context requires. Other terms used but not defined
herein are as defined in the Original Filing.

 ii

 PART
I

 Item
1A. RISK FACTORS

 RISKS
RELATED TO OUR FINANCIAL CIRCUMSTANCES

 Our
management has concluded that our disclosure controls and procedures were not effective as of April 30, 2025 due to the late filing
of this Amendment to disclose the Part III information. Failure to maintain effective disclosure controls and procedures could have a
material adverse effect on our results of operations and financial condition.

 As
a public reporting company, we are required to establish and evaluate our disclosure controls and procedures, which are our controls
and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms.

 Our
management concluded that our disclosure controls and procedures were not effective as of April 30, 2025, due to the late filing of this
Amendment to disclose the Part III information. As discussed in Part II, Item 9A., we intend to take steps to remediate this ineffectiveness
of our disclosure controls and procedures, but we cannot be certain that the steps we are taking will be sufficient to remediate this
ineffectiveness or prevent future issues from occurring with our disclosure controls and procedures. In addition, we cannot be certain
that we have identified all issues with our disclosure and procedures, or that in the future, we will not have additional issues with
our disclosure controls and procedures. If our efforts to remediate the ineffectiveness of our disclosure controls and procedures are
not effective or other issues with our disclosure controls and procedures occur, our ability to accurately and timely report our financial
results could be impaired, which could result in additional late filings of our annual and quarterly reports under the Exchange Act,
a decline in our stock price, suspension or delisting of our common stock from Nasdaq, and have an adverse effect on our business, financial
condition and results of operations.

 If
we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately
or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely
impact the trading price of our common stock and our ability to file registration statements pursuant to registration rights agreements
and other commitments.

 Effective
internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed,
and our business and reputation with investors may be harmed. As a result of our small size, any current internal control deficiencies
may adversely affect our financial condition, results of operation and access to capital. As of April 30, 2025, management has concluded
that our internal controls over financial reporting were effective.

 There
is substantial doubt about whether we can continue as a going concern.

 To
date, we have earned no revenues and have incurred accumulated net losses of $93.4 million. We have limited financial resources. As of
April 30, 2025, we had cash and cash equivalents of $8.2 million and working capital of $8.0 million. Therefore, our continuation as
a going concern is dependent upon our achieving a future financing or strategic transaction. However, there is no assurance that we will
be successful pursuing a financing or strategic transaction. Accordingly, there is substantial doubt as to whether our existing cash
resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern. Ultimately,
in the event that we cannot obtain additional financial resources, or achieve profitable operations, we may have to liquidate our business
interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that
our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources
or generate profitable operations. Such additional financial resources may not be available or may not be available on reasonable terms.
Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments
could be material.

 We
have a limited operating history on which to base an evaluation of our business and prospects.

 Since
our inception, we have had no revenue from operations. We have no history of producing metals from any of our exploration properties.
Our properties are exploration stage properties. Advancing properties from the exploration stage requires significant capital and time,
and successful commercial production from a property, if any, will be subject to completing feasibility studies, permitting and construction
of the potential mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the
risks associated with developing and establishing new mining operations and business enterprises including:

 completion
 of feasibility studies to verify potential mineral reserves and commercial viability, including the ability to find sufficient mineral
 reserves to support a commercial mining operation;

 the
 timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of
 infrastructure, mining and processing facilities;

 the
 availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration activities, as warranted;

 opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent
 exploration activities;

 increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies;

 inability
 to secure fair and reasonable terms associated with mineral leases; and

 shortages of mineral processing, construction and other facilities-related supplies.

 The
costs, timing and complexities of exploration activities may be increased by the location of our properties and demand by other mineral
exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs
and, if ever commenced, development, construction and mine start-up. Accordingly, our activities may not ever result in profitable mining
operations, and we may not succeed in establishing mining operations or profitably producing metals at any of our properties.

 We
will require significant additional capital to fund our business plan.

 We
will be required to expend significant funds to continue exploration and if warranted, develop our existing exploration properties and
to identify and acquire additional properties to diversify our properties portfolio. We have spent and will be required to continue to
expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and feasibility studies with regard
to the results of our exploration. We may not benefit from some of these investments if we are unable to identify any commercially exploitable
mineralized material.

 Our
ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national
and worldwide economy and the price of gold and copper. We may not be successful in obtaining the required financing or, if we can obtain
such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result
in delay or indefinite postponement of further exploration operations, development activities and the possible partial or total loss
of our potential interest in our properties.

 Our
actual results could differ from the estimates and assumptions we make to prepare our financial statements, which could have a material
impact on our financial condition and results of operations.

 In
connection with the preparation of our financial statements, including the consolidated financial statements included in the Original
Filing, our management is required under GAAP to make estimates and assumptions based on historical experience and other factors. On
an on-going basis, we evaluate our estimates and assumptions based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions. Although we believe these estimates and assumptions are reasonable under the circumstances, they are subject
to significant uncertainties, some of which are beyond our control. If management's estimates and assumptions change or are not
correct, our financial condition or results of operations could be adversely affected.

 RISKS
RELATED TO OUR BUSINESS

 We
do not know if our properties contain any gold or other minerals that can be mined at a profit.

 Although
the properties on which we have the right to explore for gold are known to have historic deposits of gold, there can be no assurance
such deposits can be mined at a profit. Whether a gold deposit can be mined at a profit depends upon many factors. Some but not all of
these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs
and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of gold, which is highly
volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and
exporting of minerals and environmental protection.

 Most
of our projects are in the exploration stage.

 Although
we have established an estimate of mineral reserves on the CK Gold Project, there are no current estimates of mineral resources or mineral
reserves at the Keystone Property or Challis Gold Project. There is no assurance that we can establish the existence of any mineral reserves
on those projects in commercially exploitable quantities. If we do not establish the existence of mineral reserves or mineral resources
on those projects, we may lose all of the funds that we expend on exploration.

 The
commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade
and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point
for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase
costs and make extraction of any identified mineral deposit unprofitable.

 We
have no history of producing metals from our current mineral properties and there can be no assurance that we will successfully establish
mining operations or profitably produce precious metals.

 We
have no history of producing metals from our properties. We do not produce gold and do not currently generate operating earnings. While
we seek to advance our projects and properties through exploration, such efforts will be subject to all of the risks associated with
establishing new future potential mining operations and business enterprises, including:

 the
 timing and cost, which are considerable, of the construction of mining and processing facilities;

 the
 availability and costs of skilled labor and mining equipment;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration activities;

 opposition from non-governmental organizations, environmental groups, local groups or local inhabitants that may delay or prevent
 exploration activities; and

 increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies.

 It
is common in new mining operations to experience unexpected problems and delays. In addition, our management will need to be expanded.
This could result in delays in the commencement of potential mineral production and increased costs of production. Accordingly, we cannot
assure you that our activities will result in any profitable mining operations or that we will ever successfully establish mining operations.

 We
may not be able to obtain all required permits and licenses to place any of our properties into future potential production.

 Our
current and future operations, including additional exploration activities, require permits from governmental authorities and such operations
are and will be governed by laws and regulations governing prospecting, exploration, taxes, labor standards, occupational health, waste
disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in mineral property
exploration generally experience increased costs, and delays in exploration and other schedules as a result of the need to comply with
applicable laws, regulations and permits. We cannot predict if all permits which we may require for continued exploration and development
activities, will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be
prohibitive and could delay our planned exploration activities. Failure to comply with applicable laws, regulations and permitting requirements
may result in enforcement actions, including orders issued by regulatory or judicial authorities causing exploration operations to cease
or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial
actions.

 Parties
engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities
and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws,
regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could
have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels
of exploration activities at our properties or require abandonment or delays in future activities.

 We
are subject to significant governmental regulations, which affect our operations and costs of conducting our business.

 Our
current and future operations are and will be governed by laws and regulations, including:

 laws
 and regulations governing mineral concession acquisition, prospecting, exploration and development and operation;

 laws
 and regulations related to exports, taxes and fees;

 labor
 standards and regulations related to occupational health and mine safety; and

 environmental
 standards and regulations related to waste disposal, toxic substances, land use and environmental protection.

 Companies
engaged in exploration activities often experience increased costs and delays in exploration and other schedules as a result of the need
to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in
enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial authorities
requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our mineral exploration
activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Existing and
possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation,
could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in
exploration.

 Our
business is subject to extensive environmental regulations that may make exploring, or related activities prohibitively expensive, and
which may change at any time.

 All
of our operations are subject to extensive environmental regulations that can substantially delay exploration and make exploration expensive
or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal
of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy
environmental pollution, which may reduce the amount of money that we have available to use for exploration, or other activities, and
adversely affect our financial position. If we are unable to fully remedy an environmental problem, we might be required to suspend exploration
operations or to enter into interim compliance measures pending the completion of the required remedy. We have not purchased insurance
for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste
products from our exploration activities) and such insurance may not be available to us on reasonable terms or at a reasonable price.
All of our exploration will be subject to regulation under one or more local, state and federal environmental impact analyses and public
review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory
interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated
from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements
beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right
to operate under specific federal and state exploration operating permits, increases in bonding requirements could prevent operations
even if we are in full compliance with all substantive environmental laws.

 Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material
adverse effect on our business.

 A
number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impact
of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners
and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting
and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability
to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty
around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our
financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and
any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could
harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular
to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities,
water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial
performance of our operations.

 The
values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate.

 Our
ability to obtain additional and continuing funding, and our profitability in the event we commence future mining operations or sell
the rights to mine, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected
by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks
and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States
dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand;
and the political and economic conditions of major gold or other mineral producing countries throughout the world, such as Russia and
South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause
a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration activities
of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all
of these rights. Additionally, the future progression of our properties beyond the exploration stage is heavily dependent upon the level
of gold prices remaining sufficiently high to make the continuation of our properties economically viable. A decrease in the price of
gold may adversely affect our financial condition and access to capital and result in a decrease
in our stock price. The greater the decrease in the price of gold, the more likely it is that our stock price will decrease.

 Our
property titles may be challenged, and we are not insured against any challenges, impairments or defects to our mineral claims or property
titles.

 We
cannot guarantee that title to our properties will not be challenged. Title insurance is not available for our mineral properties, and
our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained.
Our unpatented Keystone claims were created and maintained in accordance with the federal General Mining Law of 1872. Unpatented claims
are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests
because the validity of unpatented claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state
laws and regulations under the General Mining Law. We have obtained a title report on our Keystone claims but cannot be certain that
all defects or conflicts with our title to those claims have been identified. Further, we have not obtained title insurance regarding
our purchase and ownership of the Keystone claims. Defending any challenges to our property titles may be costly and may divert funds
that could otherwise be used for exploration activities and other purposes. We cannot provide any assurances that there are no title
defects affecting our properties. In addition, unpatented claims are always subject to possible challenges by third parties or contests
by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges
to our title may increase its costs of operation or limit our ability to explore on certain portions of our properties. We are not insured
against challenges, impairments or defects to our property titles, nor do we intend to carry extensive title insurance in the future.

 Market
forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other minerals.

 Gold
exploration, and mineral exploration in general, is a very competitive business. Competitive demands for contractors and unforeseen shortages
of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling
services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled
times for our exploration program. The recent inflationary environment has also resulted in a significant increase in costs, including
fuel. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of
them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect
our exploration activities and financial condition.

 Joint
ventures and other partnerships may expose us to risks.

 We
may enter into future joint ventures or partnership arrangements with other parties in relation to the exploration, of a certain portion
of the CK Gold, Keystone and Challis Gold properties, in which we have an interest. Joint ventures can often require unanimous approval
of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered
capital, merger, division, dissolution, amendments of consenting documents, and the pledge of joint venture assets, which means that
each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the
joint venture. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of
such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties' respective
rights and obligations, could have a material adverse effect on the joint ventures or their properties and therefore could have a material
adverse effect on our results of operations, financial performance, cash flows and the price of the Common Shares.

 We
may pursue acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or
new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

 Acquisitions
of other companies or new properties, divestitures, business combinations or other transactions with other companies may create additional,
material risks for our business that could cause our results to differ materially and adversely from our expected or projected results.
Such risk factors include the effects of possible disruption to the exploration activities and mine planning, loss of value associated
with our properties, mismanagement of project development, additional risk and liability, indemnification obligations, sales of assets
at unfavorable prices, failure to sell non-core assets at all, poor execution of the plans for such transactions, permit requirements,
debt incurred or capital stock issued to enter into such transactions, the impact of any such transactions on our financial results,
negative stakeholder reaction to any such transaction and our ability to successfully integrate an acquired company's operations
with our operations. If the purchase price of any acquired businesses exceeds the current fair values of the net tangible assets of such
acquired businesses, we would be required to record material amounts of goodwill or other intangible assets, which could result in significant
impairment and amortization expense in future periods. These charges, in addition to the results of operations of such acquired businesses
and potential restructuring costs associated with an acquisition, could have a material adverse effect on our business, financial condition
and results of operations. We cannot forecast the number, timing or size of future transactions, or the effect that any such transactions
might have on our operating or financial results. Any potential future transactions will be viewed on their merits by management and
ultimately our Board at the time definitive proposals are received by the Company and viewed relative to the current circumstances of
the Company and its business. Furthermore, potential transactions, whether or not consummated, will divert our management's attention
and may require considerable cash outlays at the expense of our existing operations. In addition, to complete future transactions, we
may issue equity securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets,
which could adversely affect our profitability.

 We
may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure
to manage our growth effectively could have a material adverse effect on our business and financial condition. In addition, we are dependent
upon our employees being able to safely perform their jobs, including the potential for physical injuries or illness.

 We
are dependent on a relatively small number of key employees, including our President and Chief Executive Officer, our Chief Financial
Officer and our Vice President – Exploration and Technical Services. The loss of any officer could have an adverse effect on us.
We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should
that become necessary.

 Our
success is also dependent on the contributions of highly skilled and experienced consultants and contractors. Our ability to achieve
our operating goals depends upon our ability to retain such consultants and contractors in order to execute our strategy. There continues
to be competition over highly skilled consultants and contractors in our industry. If we lose key consultants, contractors, or one or
more members of our senior management team, and we fail to develop adequate succession plans, our business, financial condition, results
of operations and cash flows could be harmed.

 Our
business is dependent upon our consultants and contractors being able to safely perform their jobs, including the potential for physical
injuries or illness. If we experience periods where our consultants and contractors are unable to perform their jobs for any reason,
including as a result of illness, our business, financial condition, results of operations and cash flows could be adversely affected.

 We
may have exposure to greater than anticipated tax liabilities.

 Our
future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax
rates and higher than anticipated in jurisdictions that have higher statutory tax rates, changes in the valuation of our deferred tax
assets or liabilities, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items. We are subject
to review or audit by tax authorities. As a result, we may in the future receive assessments in multiple jurisdictions on various tax-related
assertions. Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition.
In addition, the determination of our provision for income taxes and other tax liabilities requires significant judgment, and there could
be situations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome
may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods
for which such determination is made.

 Our
activities may be adversely affected by unforeseeable and unquantifiable health risks, whether those effects are local, nationwide or
global. Matters outside our control may prevent us from executing on our exploration programs, limit travel of Company representatives,
adversely affect the health and welfare of Company personnel or prevent important vendors and contractors from performing normal and
contracted activities.

 The
risks we face related to contagious disease, or policies implemented by governments to protect against the spread of a disease, are unforeseeable
and unquantifiable by us. We, or our people, investors, contractors or stakeholders, may be prevented from free cross-border travel or
normal attendance to activities in conducting Company business at trade shows, presentations, meetings or other activities meant to promote
or execute our business strategy and transactions. We may be prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors may affect our ability to accomplish drilling
programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished
without such limitations.

 We
use a variety of outsourced contractors to execute our exploration programs. Drilling contractors need to be able to access our projects
and ensure social distancing recommended safety standards. While our contractors are currently able to access our projects, there can
be no assurances that this access will continue if subsequent waves of the infection or variant strains appear.

 As
an exploration and development company with no revenues, we are reliant on constantly raising additional capital to fund our operations.
A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on
our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common
stock. There are no assurances we will be able to raise additional capital on favorable terms in the foreseeable future.

 We
are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks.

 We
are dependent upon information technology systems in the conduct of our business. Any significant breakdown, invasion, virus, cyberattack,
security breach, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized
persons could negatively impact our business. To the extent any invasion, cyberattack or security breach results in disruption to our
business, loss or disclosure of, or damage to, our data or confidential information, our reputation, business, results of operations
and financial condition could be materially adversely affected. Our systems and insurance coverage for protecting against cyber security
risks may not be sufficient. Although to date we have not experienced any material losses relating to cyberattacks, we may suffer such
losses in the future. We may be required to expend significant additional resources to continue to modify or enhance our protective measures.
We also may be subject to significant litigation, regulatory investigation and remediation costs associated with any information security
vulnerabilities, cyberattacks or security breaches.

 The
Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective,
not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related
to the system implementation and modification, but system modification failures could have a material adverse effect on the Company's
business, financial position, and results of operations.

 RISKS
RELATED TO THE MINERAL EXPLORATION INDUSTRY

 Exploring
for gold is an inherently speculative business.

 Natural
resource exploration and exploring for gold in particular is a business that by its nature is very speculative. There is a strong possibility
that we will not discover gold or any other resources which can be mined or extracted at a profit. Although we have established the existence
of mineral reserves at the CK Gold Project, we may be unsuccessful in bringing it into production on a profitable basis. Few properties
that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures,
fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate
machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent expansion of
potential gold deposits.

 Estimates
of mineral reserves and mineral resources are subject to evaluation uncertainties that could result in project failure.

 Our
exploration and future potential mining operations, if any, are and would be faced with risks associated with being able to accurately
predict the quantity and quality of mineral resources or mineral reserves within the earth using statistical sampling techniques. Estimates
of mineral resources or mineral reserves on our properties are made using samples obtained from appropriately placed trenches, test pits
and underground workings and intelligently designed drilling. There is an inherent variability of assays between check and duplicate
samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be
unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our
properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating potential mineral
resources/reserves. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to any
commercially viable operations in the future.

 We
may be denied the government licenses and permits which we need to explore or mine on our properties.

 Exploration
activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented
mineral claims requires a permit to be obtained from the United States BLM, which may take several months or longer to grant the requested
permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration
activities can be undertaken. Prehistoric or Native American graveyards, threatened or endangered species, archeological sites or the
possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional
permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive
costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain
necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

 Possible
amendments to the General Mining Law and other regulations could make it more difficult or impossible for us to execute our business
plan.

 In
recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law, as well as legislation that
would make comprehensive changes to the law. Although no such comprehensive legislation has been adopted to date, there can be no assurance
that such legislation will not be adopted in the future. If adopted, such legislation, if it includes concepts that have been part of
previous legislative proposals, could, among other things, (i) limit on the number of millsites that a claimant may use, (ii) impose
time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental
compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would
allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation
of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation
of the federal lands in question could not be prevented, (vi) impose royalties on gold and other mineral production from unpatented mining
claims or impose fees on production from patented mining claims, and (vii) impose a fee on the amount of material displaced at a mine.
Further, such legislation, if enacted, could have an adverse impact on earnings from our exploration operations, could reduce future
estimates of any reserves we may establish and could curtail our future exploration activity on our unpatented claims.

 Our
ability to conduct exploration, and related activities may also be impacted by administrative actions taken by federal agencies.

 We
may not be able to maintain the infrastructure necessary to conduct exploration and development activities.

 Our
exploration and development activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are
important factors which affect capital and operating costs. Climate change or unusual or infrequent weather phenomena, sabotage, government
or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial
condition.

 We
compete against larger and more experienced companies.

 The
mining industry is intensely competitive. Many large mining companies are primarily producers of precious or base metals and may become
interested in the types of deposits and exploration projects on which we are focused, which include gold, silver and other precious metals
deposits or polymetallic deposits containing significant quantities of base metals, including copper. Many of these companies have greater
financial resources, experience and technical capabilities than we do. We may encounter increasing competition from other mining companies
in our efforts to acquire mineral properties and hire experienced mining professionals. Increased competition in our business could adversely
affect our ability to attract necessary capital funding or acquire suitable mining properties or prospects for mineral exploration in
the future.

 We
rely on contractors to conduct a significant portion of our exploration operations.

 A
significant portion of our exploration operations are currently conducted in whole or in part by contractors. As a result, our exploration
operations are subject to a number of risks, some of which are outside our control, including:

 negotiating
 agreements with contractors on acceptable terms;

 the
 inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;

 reduced
 control over those aspects of operations which are the responsibility of the contractor;

 failure
 of a contractor to perform under its agreement;

 interruption
 of exploration operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen
 events;

 failure
 of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance;
 and

 problems
 of a contractor with managing its workforce, labor unrest or other employment issues.

 In
addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these
risks could adversely affect our results of operations and financial position.

 Our
exploration activities may be adversely affected by the local climate or seismic events, which could prevent us from gaining access to
our property year-round.

 Earthquakes,
heavy rains, snowstorms, wildfires and floods could result in serious damage to or the destruction of facilities, equipment or means
of access to our property, or may otherwise prevent us from conducting exploration activities on our property. There may be short periods
of time when the unpaved portion of the access road is impassible in the event of extreme weather conditions or unusually muddy conditions.
During these periods, it may be difficult or impossible for us to access our property, make repairs, or otherwise conduct exploration
activities on them.

 We
may be unable to secure surface access or to purchase required surface rights.

 Although
we acquire the rights to some or all of the minerals in the ground subject to the mineral tenures that it acquires, or has a right to
acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures.
In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on exploration
activities, however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate
surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the
right at law to access the surface and carry on exploration activities, we will be able to negotiate satisfactory agreements with any
such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned
exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely
on the assistance of local officials or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty.
Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost or
overall ability to develop any potential mineral deposits we may locate.

 Global
and regional political and economic conditions could adversely impact the Company's business.

 Political
and economic shifts, both domestic and international, may create uncertainty and pose risks to the Company's operations. Policies
related to populism, protectionism, economic nationalism, and attitudes toward multinational corporations could result in regulatory
changes, trade barriers, or investment restrictions. Additionally, international trade disputes-including tariffs, counter-tariffs, export
controls, sanctions, and currency regulations-may increase costs and disrupt supply chain, operating model, and customer relationships.

 Further,
market volatility, driven by shifts in U.S. and foreign trade policies, fluctuating interest rates, or currency controls may affect gold
prices, capital availability, and investor confidence. Even the perception of these risks could lead to reduced investment, higher production
costs, and operational challenges. If such trends continue, they may have a material adverse effect on the business and financial performance.

 RISKS
RELATED TO OWNERSHIP OF OUR COMMON STOCK

 Certain shares sold under the Controlled Equity
Offering SM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the "Sales Agreement") may trigger
certain potential rights, claims and other penalties.

 We became aware that we failed to timely file an amendment
to the Original Filing to include the information required by, and not included in, Part III of the Original Filing because we did not
file our definitive proxy statement within 120 days of the end of our fiscal year ended April 30, 2025. As a result, we concluded we were
not eligible to use our registration statement on Form S-3 (File No. 333-286946) (the "Registration Statement") for certain
isolated sales under the Sales Agreement. Prior to becoming aware of this matter, we sold an aggregate of 38,541 shares of our common
stock in two sales on August 27, 2025, and September 2, 2025 (the "Sales"), representing approximately $525,000 in the aggregate,
under the Registration Statement pursuant to the Sales Agreement. On the days traded, these sales represented 2.5% and 8.5%, respectively,
of the daily trading volume of our common stock on the Nasdaq. Because we were not eligible to use the Registration Statement at the time
the Sales were made, the Sales may not have been made in accordance with the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. Accordingly, the purchasers of those securities may have certain rights or could be entitled to damages for losses
suffered, if any. In addition, we could become subject to enforcement actions or penalties and fines by federal and state regulatory authorities
related to such sales. We also agreed to provide Cantor Fitzgerald & Co. with certain indemnification rights under the Sales Agreement.
We cannot predict the likelihood of any claims or actions being brought against us or the amount of any penalties or fines in connection
with the Sales. Any such claims, actions, penalties or fines could have a material adverse effect on our stock price, results of operations
and financial condition.

 Our
stock price may be volatile.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:

 results
 of our operations and exploration efforts;

 fluctuation
 in the supply of, demand and market price for gold and copper;

 our
 ability to obtain working capital financing;

 additions
 or departures of key personnel;

 limited
 "public float" in the hands of a small number of persons whose sales or lack of sales could result in positive or negative
 pricing pressure on the market price for our common stock;

 our
 ability to execute our business plan;

 sales
 of our common stock and decline in demand for our common stock;

 regulatory
 developments;

 economic
 and other external factors;

 investor
 perception of our industry or our prospects; and

 period-to-period
 fluctuations in our financial results.

 In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock. As a result, you may be unable to resell your shares of our common stock at a desired price.

 Volatility
in the price of our common stock may subject us to securities litigation.

 As
discussed above, the market for our common stock is characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs
have initiated securities class action litigation against a company following periods of volatility in the market price of its securities.
We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.

 There
is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

 Although
our common stock is currently quoted on NASDAQ, there is limited trading activity. We can give no assurance that an active market will
develop, or if developed, that it will be sustained. If an investor acquires shares of our common stock, the investor may not be able
to liquidate our shares should there be a need or desire to do so. There can be no assurance that there will be an active market for
our shares of common stock either now or in the future. The market liquidity of our common stock is limited and may be dependent on the
market perception of our business, among other things. We may, in the future, take certain steps, including utilizing investor awareness
campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring
us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will
be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may
not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an
inflated price relative to our performance due to, among other things, availability of sellers of our shares. If a market should develop,
the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms
may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds
a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees,
taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of
low-priced shares of common stock as collateral for any loans.

 Sales,
offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

 Sales
of substantial amounts of the common stock, or the availability of such securities for sale, could adversely affect the prevailing market
prices for the common stock. A decline in the market prices of the common stock could impair our ability to raise additional capital
through the sale of securities should we desire to do so. In addition, if our stockholders sell substantial amounts of our common stock
in the public market or upon the expiration of any statutory holding period, under Rule 144, or upon the exercise of outstanding options
or warrants, it could create a circumstance commonly referred to as an "overhang" in anticipation of which the market price
of our common stock could decline. The existence of an overhang, whether or not sales have occurred or are occurring, also could make
it more difficult for us to raise additional financing through the sale of equity or equity-related securities in the future at a time
and price that we deem reasonable or appropriate.

 Our
issuance of additional shares of common stock or securities convertible into common stock in exchange for services would dilute the proportionate
ownership and voting rights of existing stockholders and could have a negative impact on the market price of our common stock.

 Our
Board may generally issue shares of common stock or securities convertible into common stock without further approval by our stockholders,
based upon such factors that our Board may deem relevant at that time. We have also issued securities as payment for services. It is
possible that we will issue additional securities to pay for services in the future. We cannot give you any assurance that we will not
issue additional shares of common stock or securities convertible into common stock under circumstances we may deem appropriate at the
time.

 Our
articles of incorporation allow for our Board to create new series of preferred stock without further approval by our stockholders, which
could adversely affect the rights of the holders of our common stock.

 Our
Board has the authority to fix and determine the relative rights and preferences of preferred stock. Board also has the authority to
issue preferred stock without further stockholder approval. As a result, our Board could authorize the issuance of a series of preferred
stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends
are distributed to the holders of our common stock and the right to the redemption of the shares, together with a premium, prior to the
redemption of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting
power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common
stock or result in dilution to our existing stockholders.

 Anti-takeover
provisions may impede the acquisition of our Company.

 Certain
provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.
These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our
Board in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including
an acquisition in which the stockholders might otherwise receive a premium for their shares. As a result, stockholders who might desire
to participate in such a transaction may not have the opportunity to do so.

 The
Company does not intend to pay dividends in the foreseeable future.

 We
anticipate that we will retain any future earnings to support operations and to finance the development of our business and do not expect
to pay cash dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend entirely upon
any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain the price
at which stockholders have purchased their shares.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. We have relatively little research coverage by securities and industry analysts. If no additional industry analysts
commence coverage of the Company, the trading price for our common stock could be negatively impacted. If one or more of the analysts
who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely
decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock
could decrease, which could cause our stock price and trading volume to decline.

 We
may not meet the continued listing requirements of the NASDAQ, which could result in a delisting of our common stock.

 Our
common stock is listed on the NASDAQ. We have in the past, and may in the future, be unable to comply with certain of the listing standards
that we are required to meet to maintain the listing of our common shares on the NASDAQ. For instance, on November 7, 2019, we received
a letter from the Listing Qualifications Department of the NASDAQ Stock Market indicating that, based upon the closing bid price of our
common stock for the 30 consecutive business day period between September 26, 2019, through November 6, 2019, we did not meet the minimum
bid price of $1.00 per share required for continued listing on the NASDAQ pursuant to NASDAQ Listing Rule 5550(a)(2). On April 3, 2020,
we received notice from the NASDAQ indicating that we have regained compliance with the minimum bid price requirement under NASDAQ Listing
Rule 5550(a)(2), and the matter is now closed.

 If
NASDAQ delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could
face significant material adverse consequences including:

 a
 limited availability of market quotations for our securities;

 a
 determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere
 to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common
 stock;

 a
 limited amount of analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 Delisting
could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest
and fewer business development opportunities.

 PART
II

 Item
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures (Restated)

 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 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.

 At
the time of the Original Filing, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of our disclosure controls and procedures and concluded that they were effective to accomplish their objectives
at a reasonable assurance level. Subsequent to that evaluation, our management, including our Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures were not effective as of April 30, 2025, due to the late filing of this
Amendment to disclose the Part III information. Because the amended disclosures do not affect our financial statements, there is no change
to the conclusion of the effectiveness of our internal control over financial reporting as of April 30, 2025.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR"). Our
internal control system was designed to, in general, provide reasonable assurance to our management and our Board regarding the preparation
and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 Our
management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal controls over
financial reporting as of April 30, 2025. The framework used by management in making that assessment was the criteria set forth in the
document entitled "2013 Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission, ("COSO"). Based on that assessment, management concluded that, during the period covered by this report,
such internal controls and procedures were effective as of April 30, 2025.

 This
Amendment does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public accounting firm as we are a smaller reporting company
and are not required to provide the report.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter
that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 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 April 30, 2025, due to the late filing of this Amendment
to disclose the Part III information. To remediate the ineffectiveness of the Company's disclosure controls and procedures, the
Company intends 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.

 PART
III

 Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

 The
following table sets forth certain information about each of the Company's directors as of September 30, 2025:

 Name

 Age

 Position

 Since

 Luke
 Norman

 Chairman

 2022

 George
 Bee

 President,
 Chief Executive Officer and Director

 2020

 Robert
 W. Schafer

 2020

 Michael
 Waldkirch

 2021

 Johanna
 Fipke

 2024

 The
following are brief biographies of the Company's directors:

 Luke
Norman has been serving as our director and Chairman of our board since May 2022. Mr. Norman has served as the chief executive officer,
president and director of Northern Lion Gold Corp. (TSXV: NL), a Canada-based mineral exploration company, since December 2017. Since
March 2021, he has also served as the chief executive officer and director of Leviathan Gold Ltd. (TSXV: LVX), another mineral exploration
company. Since 2000, Mr. Norman has served as an independent consultant to companies in the metals and mining industry. He has also served
since 2016 as the chairman of Silver One Resources (TSXV: SVE and FSE: BRK1) and from 2020 to 2023 as a director of Black Mountain Gold
USA Corp. (now known as Millennial Potash Corp.) (TSXV: MLP.V), both of which are mineral exploration companies. Mr. Norman has also
served since 2021 on the board of LDB Capital Corp. (TSXV: LDB.P) a capital pool company. Mr. Norman was among the founding shareholders
of Gold King Corp., a private company that combined with our predecessor, Dataram Corporation, in 2016 to form U.S. Gold Corp. Mr. Norman
is qualified to serve as Chairman of the Board because of his expertise in mineral exploration, finance, corporate governance, mergers
and acquisitions and corporate leadership.

 George
Bee has been serving as our director since November 2020, as our President since August 2020 and as our Chief Executive Officer since
November 2020. Mr. Bee served as the Chairman of our Board from March 2021 until May 2022. He is a senior mining industry executive,
with deep mine development and operational experience. He has an extensive career advancing world-class gold mining projects in eight
countries on three continents for both major and junior mining companies. Currently, he serves as the Company's President, a position
he has held since August 2020. He also currently serves as the Company's Chief Executive Officer, a position he has held since
November 2020. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (now known as Barrick Mining Corporation) ("Barrick
Gold") (NYSE: B) as Senior VP Frontera District in Chile and Argentina working to advance Pascua Lama feasibility as an underground
mine. This capped a 16-year tenure at Barrick Gold, where he served in multiple senior level positions, including Mine Manager at Goldstrike
during early development and operations, Operations Manager at Pierina Mine taking Pierina from construction to operations, and General
Manager of Veladero developing the project from advanced exploration through permitting, feasibility and into production. Previously,
Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, President and CEO of Andina Minerals
Inc. from February 2009 until January 2013 and Chief Operating Officer for Aurelian Resources, Inc. from 2007 to 2009. As Chief Operating
Officer of Aurelian Resources in 2007, he was in charge of project development for Fruta del Norte in Ecuador until Aurelian was acquired
by Kinross Gold in 2008. Mr. Bee has served on the board of directors of Stillwater Mining Company, Sandspring Resources Ltd., Jaguar
Mining, Peregrine Metals Ltd. and Minera IRL Limited. He received a Bachelor of Science degree from the Camborne School of Mines in Cornwall,
United Kingdom. He also holds ICD.D designation from the Institute of Corporate Directors. Mr. Bee is qualified to serve on the Board
because of his deep industry-knowledge and global experience in senior leadership roles.

 Robert
W. Schafer, P.GEO, MSC., has been serving as our director since November 2020. He is a registered professional geologist with over
40 years of international experience exploring for and discovering mineral deposits, four became producing mines including the Briggs
(over one million ounces) and Griffon gold mines in the Western United States and Birkachan (over one million ounces) gold mine in far
east Russia, and identifying, evaluating and structuring business transactions globally having worked in more than 80 countries. Currently,
Mr. Schafer is the Chief Executive Officer of Eagle Mines Management LLC, a globally active, privately owned natural resources corporation,
which he founded in 2016. Prior to this, from 2004 to 2015, he served as Executive Vice President of Business Development at Hunter Dickinson
Services Inc., a diversified, global mining group. Mr. Schafer also previously served as Vice President, Exploration of Kinross Gold
Corporation (NYSE: KGC), a senior gold mining company with a diverse portfolio of mines and projects, from 1996 to 2003. Prior to that,
he held senior positions at BHP Minerals and Billiton Metals. Mr. Schafer was the 2020 -2021 president of the Society for Mining, Metallurgy
and Exploration ("SME"). He is also past president and board member of the Prospector & Developers Association of Canada
("PDAC"), past president of the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), and past president
of the Mining and Metallurgical Society of America. He was a member of the board of governors for the U.S. National Mining Hall of Fame
and a member of the board of directors of the Canadian Mining Hall of Fame. He is the first person to hold these leadership roles in
both the U.S. and Canada. Mr. Schafer is also the recipient of the William Lawrence Saunders Gold Medal from the American Institute of
Metallurgical Engineers, as well as the prestigious Daniel C. Jackling Award and Robert A. Dreyer Award from SME for technical achievements
and leadership in the mining industry during his career. He is a fellow of the Society of Economic Geologists, CIM, and SME, and a certified
director under the Institute of Corporate Directors. Mr. Schafer has served on the board of directors of select mining companies, including
his current service on the boards of directors of Volcanic Gold Mines Inc. (TSX-V: VG), United Lithium (CSE: ULTH) and Electric Royalties
Ltd. (TSXV: ELEC.V). His prior board service included Trillium Gold Mines Inc. (now known as Renegade Gold) (formerly TSXV: TGM) from
2021 to 2023, Renaissance Gold Inc. (TSXV: REN) from 2023 to 2024, Cardinal Resources (formerly ASX and TSX: CDV) from 2019 to 2023,
Temas Resources (CSE: TMAS) from 2023 to 2024, Lincoln Mining Corporation (TSX-V: LMG) from 2014 to 2025, and Amur Minerals Corporation
(AIM: AMC), from 2004 to 2024, which changed its name to CRSIM Therapeutics in May 2024. Robert earned a BS and MS in Geology at Miami
University (Ohio) as well as an MS in Mineral Economics and completed studies and research toward a Ph. D. in Geology at the University
of Arizona. He also completed the Executive Business Management program at Stanford. Mr. Schafer is qualified to serve on the Board because
of his exceptional industry knowledge and experience as well as his extensive experience serving as a corporate director.

 Michael
Waldkirch has been serving as our director since January 2021. Mr. Waldkirch has been a Chartered Professional Accountant in Canada
since 1998 and was the Chief Financial Officer of Gold Standard Ventures Corp. (formerly TSX and NYSE American: GSV) in Vancouver, British
Columbia, Canada from July 2010 to March 2021. Mr. Waldkirch has also held the position of CFO for Barksdale Capital Corp. (TSX-V:BRO)
since August 2016 and has acted as a Director for Saga Metals Corp. (TSX-V:SAGA) since April 2024. He has also held the position of Senior
Partner with the public accounting firm Michael Waldkirch and Company Inc., Chartered Professional Accountants, in Vancouver, B.C. since
1999. From 1997 to 2011, he held the position of principal with JBH Professional Services Inc., a business consulting firm located in
Richmond, B.C. Mr. Waldkirch holds a Bachelor of Arts in Economics from the University of British Columbia. Mr. Waldkirch is qualified
to serve on the Board because of his financial expertise coupled with his deep knowledge of the mining industry.

 Johanna
Fipke has been serving as our director since April 2024. Ms. Fipke is currently a partner at Fasken Martineau DuMoulin LLP, one of
Canada's leading national law firms, and has been with the firm since 2010. Ms. Fipke has over 20 years of experience advising
on mergers, acquisitions and commercial transactions involving domestic and international mining companies and properties, project finance
(including debt and alternative sources including streams, royalties and prepayment offtakes) and project development. Ms. Fipke has
been recognized for her mining expertise by Chambers, Lexpert, Who's Who Legal, the Best Lawyers in Canada, and the Legal 500.
Ms. Fipke is a former director of Women in Mining British Columbia and Nova Royalty Corp. (TSXV:NOVR). She holds a Bachelor of Law, Bachelor
of Commerce, and Bachelor of Arts, each with distinction, from the University of Alberta and is a member of the Law Societies of British
Columbia, Northwest Territories and Nunavut. In 2018, Ms. Fipke was named by Women in Mining UK as one of the top 100 Global Inspirational
Women in Mining. Ms. Fipke is qualified to serve on the Board because of her knowledge and background in mergers, acquisitions and commercial
transactions, project finance and project development all in the mining industry.

 Executive
Officers

 As
of September 26, 2025, the following persons are our executive officers and hold the offices set forth opposite their names:

 Name

 Age

 Position

 Officer
 Since

 George Bee

 President, Chief Executive
 Officer and Director

 2020

 Eric Alexander

 Chief Financial Officer

 2020

 Kevin Francis

 Vice President –
 Exploration and Technical Services

 2021

 See
"Item 10. Directors, Executive Officers and Corporate Governance—Directors" above for biographical information regarding
Mr. Bee.

 Eric
Alexander has been our Chief Financial Officer since September 2020. Mr. Alexander has over 30 years of corporate, operational and
business experience, and over 15 years of mining industry experience. Previously he served as Corporate Controller of Helix Technologies,
Inc., a publicly traded software and technology company from April 2019 to September 2020. Prior to that, he served as the Vice President
of Finance and Controller of Pershing Gold Corporation, a mining company (formerly NASDAQ: PGLC), from September 2012 until April 2019.
Prior to that, Mr. Alexander was the Corporate Controller for Sunshine Silver Mines Corporation, a privately held mining company with
exploration and pre-development properties in Idaho and Mexico, from March 2011 to August 2012. He was a consultant to Hein & Associates
LLP from August 2012 to September 2012 and a Manager with Hein & Associates LLP from July 2010 to March 2011. He served from July
2007 to May 2010 as the Corporate Controller for Golden Minerals Company (and its predecessor, Apex Silver Mines Limited), a publicly
traded mining company with operations and exploration activities in South America and Mexico. In addition to his direct experience in
the mining industry, he has also held the position of Senior Manager with the public accounting firm KPMG LLP, focusing on mining and
energy clients. Mr. Alexander has a B.S. in Business Administration (concentrations in Accounting and Finance) from the State University
of New York at Buffalo and is also a licensed CPA.

 Kevin
Francis has been our Vice President – Exploration and Technical Services since July 2021. Mr. Francis has held many senior
roles within the mining industry, including VP of Project Development for Aurcana Corporation, VP of Technical Services for Oracle Mining
Corporation, for which a receiver was appointed in December 2015, VP of Resources for NovaGold Resources and Principal Geologist for
AMEC Mining and Metals. Mr. Francis serves as a Principal of Mineral Resources Management LLC, his consulting company providing technical
leadership to the mining industry, most recently serving as a consultant to U.S. Gold Corp. from September 2020 to July 2021. Mr. Francis
served on the board of directors of Texas Mineral Resources Corp. (OTCQB: TMRC) from November 2020 until May 2025. Mr. Francis is a "qualified
person" as defined by Subpart 1300 of Regulation S-K and Canadian NI 43-101 reporting standards and holds both an M.S. degree and
a B.A. in geology from the University of Colorado.

 Family
Relationships

 There
are no family relationships among our executive officers and directors.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and stockholders who beneficially own more than
10% of our stock to file forms with the SEC to report their ownership of our stock and any changes in ownership. Based on a review of
these reports filed by the Company's directors and executive officers, the Company believes that its directors and executive officers
complied with all filing requirements under Section 16(a) of the Exchange Act during fiscal year 2025, except that each of Luke Norman,
George Bee, Eric Alexander and Kevin Francis reported four transactions late on a Form 4, and each of Johanna Fipke, Robert Schafer and
Michael Waldkirch reported two transactions late on a Form 4.

 Code
of Ethics

 We
have adopted a Code of Ethics and Business Conduct that applies to all of our employees, including our principal executive officer, principal
financial officer, principal accounting officer, and those of our officers performing similar functions. The full text of our code of
ethics can be found on the Corporate Governance page under the Investors section of our website at www.usgoldcorp.com. We intend
to provide any required disclosure of an amendment to or waiver from our Code of Ethics and Business Conduct on our website at www.usgoldcorp.com
promptly following the amendment or waiver. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with
the SEC either in addition to or in lieu of the website disclosure.

 Insider
Trading Policy

 We
have adopted an insider trading policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers,
employees and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules,
and regulations, and Nasdaq's listing standards applicable to the Company. A copy of this policy can be found at Exhibit 19.1 to
this Amendment.

 Audit
Committee

 We
have a separately designated standing Audit Committee of the Board. Our Audit Committee currently consists of the following members:
Michael Waldkirch, Robert W. Schafer and Johanna Fipke, each of whom the Board has determined is independent pursuant to the rules of
the SEC and Nasdaq. Mr. Waldkirch serves as Chairman of the Audit Committee. Our Board has determined that Mr. Waldkirch qualifies as
an "Audit Committee Financial Expert" as that term is defined in rules promulgated by the SEC.

 Item
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or
award to, or that is earned by: (i) the individual(s) who served as our principal executive officer ("PEO") during the fiscal
year ended April 30, 2025; (ii) our two most highly compensated executive officers, other than the individuals who served as our PEO,
who were serving as executive officers as of the fiscal year ended April 30, 2025, as determined in accordance with the rules and regulations
promulgated by the SEC, with compensation during such fiscal year of $100,000 or more; and (iii) up to two additional individuals for
whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive
officers as of the fiscal year ended April 30, 2025. We refer to these individuals as our "Named Executive Officers." For
the fiscal year ended April 30, 2025, our Named Executive Officers were Messrs. Bee, Alexander and Francis.

 Name and principal position

 Year

 Salary

 ($)

 Bonus

 ($) (1)

 Stock Awards

 ($) (2)

 Option
 Awards

 ($) (3)

 All other compensation

 ($)

 Total

 ($)

 George Bee

 2025

 $
 323,333

 $
 60,000

 $
 348,221
 (4)

 $
 281,116
 (5)

 $
 —

 $
 1,012,670

 President and Chief Executive Officer (PEO)

 2024

 300,000

 —

 —

 —

 —

 300,000

 Eric Alexander

 2025

 $
 251,667

 $
 48,000

 $
 267,614
 (6)

 $
 213,971
 (7)

 $
 —

 $
 781,252

 Chief Financial Officer and Corporate Secretary
 (Principal Financial and Accounting Officer)

 2024

 240,000

 —

 —

 —

 —

 240,000

 Kevin Francis

 2025

 $
 231,667

 $
 33,000

 $
 180,564
 (8)

 $
 143,700
 (9)

 $
 —

 $
 588,931

 Vice President – Exploration and Technical Services

 2024

 220,000

 —

 —

 —

 —

 220,000

 (1)

 For fiscal year 2025, amounts
 reflect the annual bonus the Compensation Committee determined to pay in cash to each Named Executive Officer. For fiscal year 2025,
 the Compensation Committee determined to pay Mr. Bee a bonus amount equal to 100% of his base salary, Mr. Alexander a bonus amount
 equal to 100% of his base salary, and Mr. Francis a bonus amount equal to 75% of his base salary.

 (2)

 Represents the aggregate
 grant date fair value for awards of restricted stock units ("RSUs") granted by us in the fiscal year ended April 30,
 2025 computed in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements reported in the Original
 Filing for details as to the assumptions used to determine the fair value of the RSU awards. No RSU awards were granted to the Named
 Executive Officers in the fiscal year ended April 30, 2024.

 (3)

 Represents the aggregate
 grant date fair value for stock option awards granted by us in the fiscal year ended April 30, 2025, computed in accordance with
 FASB ASC Topic 718. See Note 10 to our consolidated financial statements reported in the Original Filing for details as to the assumptions
 used to determine the fair value of the stock option awards. No stock option awards were granted to the Named Executive Officers
 in the fiscal year ended April 30, 2024.

 (4)

 Represents
 RSUs covering 45,519 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 25,806
 RSUs vested immediately on the date of grant and (ii) 19,713 RSUs, with 25% vested immediately upon grant and 25% vesting every six
 months thereafter until fully vested.

 (5)

 Represents stock options
 covering 56,906 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 26,519
 stock options vested immediately on the date of grant and (ii) 30,387 stock options, with 25% vested immediately upon grant and 25%
 vesting every six months thereafter until fully vested.

 (6)

 Represents RSUs covering
 34,982 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 20,645 RSUs vested
 immediately on the date of grant and (ii) 14,337 RSUs, with 25% vested immediately upon grant and 25% vesting every six months thereafter
 until fully vested.

 (7)

 Represents stock options
 covering 43,314 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 21,215
 stock options vested immediately on the date of grant and (ii) 22,099 stock options, with 25% vested immediately upon grant and 25%
 vesting every six months thereafter until fully vested.

 (8)

 Represents RSUs covering
 23,603 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 14,194 RSUs vested
 immediately on the date of grant and (ii) 9,409 RSUs, with 25% vested immediately upon grant and 25% vesting every six months thereafter
 until fully vested.

 (9)

 Represents stock options
 covering 29,089 shares of common stock granted as long-term incentive compensation on November 25, 2024, comprised of (i) 14,586
 stock options vested immediately on the date of grant and (ii) 14,503 stock options, with 25% vested immediately upon grant and 25%
 vesting every six months thereafter until fully vested.

 Narrative
Disclosure to Summary Compensation Table

 We
have entered into employment agreements with each of our Named Executive Officers.

 On
December 4, 2020, we entered into an employment agreement with our President and Chief Executive Officer, George Bee (the "Bee
Employment Agreement"). The term of employment commenced on or about October 28, 2020 and is not for a definite period, but rather
will continue indefinitely until terminated in accordance with the terms and conditions of the Bee Employment Agreement. From October
2020 to October 2024, Mr. Bee received a base salary of $300,000 per year. Effective as of October 1, 2024, Mr. Bee receives an annual
base salary of $340,000. The Bee Employment Agreement provides for a bonus in an amount up to 100% of his base salary, to be awarded
in the discretion of the Board and to be paid in cash, stock, or a combination thereof in the discretion of the Board. Mr. Bee is also
eligible to participate in any long-term incentive plans adopted by the Company and is otherwise eligible for annual long-term incentive
awards in the discretion of the Board. Mr. Bee is eligible to participate in all employee benefit programs established by the Company
that are applicable to management personnel, such as medical, retirement, disability and life insurance plans on a basis commensurate
with his position and in accordance with the Company's policies. Mr. Bee would also be entitled to receive certain payments upon
separation either before or after a change of control, as summarized below in "Potential Payments upon Termination."

 On
December 4, 2020, we entered into an employment agreement with our Chief Financial Officer, Eric Alexander (the "Alexander Employment
Agreement"). The term of employment commenced on or about October 28, 2020 and is not for a definite period, but rather will continue
indefinitely until terminated in accordance with the terms and conditions of the Alexander Employment Agreement. From September 2021
to October 2024, Mr. Alexander received a base salary of $240,000 per year. Effective as of October 1, 2024, Mr. Alexander receives an
annual base salary of $260,000. The Alexander Employment Agreement provides for a bonus in an amount up to 100% of his base salary, to
be awarded in the discretion of the Board and to be paid in cash, stock or a combination thereof in the discretion of the Board. Mr.
Alexander is also eligible to participate in any long-term incentive plans adopted by the Company and is otherwise eligible for annual
long-term incentive awards in the discretion of the Board. Mr. Alexander is eligible to participate in all employee benefit programs
established by the Company that are applicable to management personnel, such as medical, retirement, disability and life insurance plans
on a basis commensurate with his position and in accordance with the Company's policies. Mr. Alexander would also be entitled to
receive certain payments upon separation either before or after a change of control, as summarized below in "Potential Payments
upon Termination."

 On
July 19, 2021, we entered into an employment agreement with our Vice President – Exploration and Technical Services, Kevin Francis
(the "Francis Employment Agreement"). The term of employment commenced on or about July 19, 2021 and is not for a definite
period, but rather will continue indefinitely until terminated in accordance with the terms and conditions of the Francis Employment
Agreement. From July 2021 to October 2024, Mr. Francis received a base salary of $220,000 per year. Effective as of October 1, 2024,
Mr. Alexander receives an annual base salary of $240,000. The agreement provides for a bonus in an amount up to 75% of his base salary,
to be awarded in the discretion of the Board and to be paid in cash, stock, or a combination thereof in the discretion of the board.
Mr. Francis is also eligible to participate in any long-term incentive plans adopted by the Company and is otherwise eligible for annual
long-term incentive awards in the discretion of the Board. Mr. Francis is eligible to participate in all employee benefit programs established
by the Company that are applicable to management personnel, such as medical, retirement, disability and life insurance plans on a basis
commensurate with his position and in accordance with the Company's policies. Mr. Francis would also be entitled to receive certain
payments upon separation either before or after a change of control, as summarized below in "Potential Payments upon Termination."

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table shows outstanding grants of stock options and unvested RSU awards for each of our named executive officers as of the
last day of the fiscal year ended April 30, 2025.

 Outstanding
Equity Awards at 2025 Fiscal Year-End

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options Exercisable (#)

 Number of Securities Underlying Unexercised Options Unexercisable (#)

 Option Exercise Price ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested (#)

 Market Value of Shares or Units of Stock That Have Not Vested ($) (1)

 George Bee

 15,928

 —

 $
 6.93

 01/24/2027

 14,785
 (2)

 $
 162,189

 15,000

 —

 $
 5.02

 01/12/2028

 26,519

 —

 $
 7.65

 7,597
 (2)

 22,790
 (3)

 $
 7.65

 Eric Alexander

 6,372

 —

 $
 6.93

 01/24/2027

 10,753
 (2)

 $
 117,958

 15,000

 —

 $
 5.02

 01/12/2028

 21,215

 —

 $
 7.65

 5,525
 (2)

 16,574
 (3)

 $
 7.65

 Kevin Francis

 3,900

 —

 $
 6.93

 01/24/2027

 7,057
 (2)

 $
 77,413

 15,000

 —

 $
 5.02

 01/12/2028

 14,586

 —

 $
 7.65

 3,626
 (2)

 10,877
 (2)

 $
 7.65

 (1)

 The amounts in this column
 represent the aggregate fair market value of the RSUs, as applicable, as of April 30, 2025, based on the closing price of the Company's
 stock on that date, which was the last day of the Company's fiscal year.

 (2)

 The RSU awards vested 25%
 on November 25, 2024, the initial date of grant, and vest 25% every six months thereafter until fully vested, subject to certain
 restrictions and conditions set forth in the Company's Amended and Restated 2020 Stock Incentive Plan (the "2020 Stock
 Plan").

 (3)

 The stock option awards
 vested 25% on November 25, 2024, the initial date of grant, and vest 25% every six months thereafter until fully vested, subject
 to certain restrictions and conditions set forth in the 2020 Stock Plan.

 Potential
Payments upon Termination

 Under
the Bee Employment Agreement, in the event the following occurs:

 Termination by us for
 cause, by Mr. Bee without good reason, or due to Mr. Bee's disability or death: We shall pay Mr. Bee (or, if applicable,
 his estate) in a lump sum (i) any unpaid portion of his accrued base salary and unused paid time off; (ii) any amounts payable to
 him pursuant to the terms of any retirement or welfare benefit plan, and (iii) any expense reimbursements payable pursuant to our
 reimbursement policy (the "Bee Accrued Obligations"). Unvested equity grants shall be forfeited as of the date of termination,
 and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement;

 cause or by Mr. Bee for good reason outside of change in control period: In addition to the Bee Accrued Obligations, Mr. Bee
 shall be entitled to receive a lump-sum severance payment in an amount equal to the sum of his then in effect annual base salary
 and a portion of his target bonus, calculated at 100% of target performance completion of goals and objectives, prorated for the
 portion of the calendar year that has passed as of his last day of employment, in each case, less all applicable withholdings and
 deductions. Any unvested equity grants, any annual long-term incentive awards, or any other equity awards made during the term of
 Mr. Bee's employment shall fully and immediately vest (and in the case of options become exercisable), as of the date of termination,
 and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For these purposes,
 a change in control period means Mr. Bee's termination of employment by us without cause or Mr. Bee's resignation for
 good reason, in either case, within six months prior to, upon, or within twelve months following a change in control; and

 cause or by Mr. Bee for good reason within change in control period: Mr. Bee shall be entitled to receive the payments and benefits
 provided in the immediately preceding bullet point, except that the amount of the lump-sum severance payment to be paid to Mr. Bee
 shall instead be equal to the sum of two times his then in effect annual base salary and 100% of his target annual bonus for the
 year in which the termination occurs. Notwithstanding the foregoing, in the event Mr. Bee's termination of employment by us
 without cause or Mr. Bee's resignation for good reason occurs within the change in control period and at the time of such termination
 Mr. Bee's base salary is equal to or less than $500,000, the lump-sum severance payment payable shall instead be equal to the
 sum of three times Mr. Bee's then in effect annual base salary and 100% of Mr. Bee's target annual bonus for the year
 in which the termination occurs.

 Under
the Alexander Employment Agreement, in the event the following occurs:

 Termination by us for
 cause, by Mr. Alexander without good reason, or due to Mr. Alexander's disability or death: We shall pay Mr. Alexander
 (or, if applicable, his estate) in a lump sum (i) any unpaid portion of his accrued base salary and unused paid time off; (ii) any
 amounts payable to him pursuant to the terms of any retirement or welfare benefit plan, and (iii) any expense reimbursements payable
 pursuant to our reimbursement policy (the "Alexander Accrued Obligations"). Unvested equity grants shall be forfeited
 as of the date of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award
 agreement;

 cause or by Mr. Alexander for good reason outside of change in control period: In addition to the Alexander Accrued Obligations,
 Mr. Alexander shall be entitled to receive a lump-sum severance payment in an amount equal to the sum of his then in effect annual
 base salary and a portion of his target bonus, calculated at 100% of target performance completion of goals and objectives, prorated
 for the portion of the calendar year that has passed as of his last day of employment, in each case, less all applicable withholdings
 and deductions. Any unvested equity grants, any annual long-term incentive awards, or any other equity awards made during the term
 of Mr. Alexander's employment shall fully and immediately vest (and in the case of options become exercisable), as of the date
 of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For
 these purposes, a change in control period means Mr. Alexander's termination of employment by us without cause or Mr. Alexander's
 resignation for good reason, in either case, within six months prior to, upon, or within twelve months following a change in control;
 and

 cause or by Mr. Alexander for good reason within change in control period: Mr. Alexander shall be entitled to receive the payments
 and benefits provided in the immediately preceding bullet point, except that the amount of the lump-sum severance payment to be paid
 to Mr. Alexander shall instead be equal to the sum of two times his then in effect annual base salary and 100% of his target annual
 bonus for the year in which the termination occurs.

 Under
the Francis Employment Agreement, in the event the following occurs:

 Termination by us for
 cause, by Mr. Francis without good reason, or due to Mr. Francis's disability or death: We shall pay Mr. Francis (or, if
 applicable, his estate) in a lump sum (i) any unpaid portion of his accrued base salary and unused paid time off; (ii) any amounts
 payable to him pursuant to the terms of any retirement or welfare benefit plan, and (iii) any expense reimbursements payable pursuant
 to our reimbursement policy (the "Francis Accrued Obligations"). Unvested equity grants shall be forfeited as of the
 date of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement;

 cause or by Mr. Francis for good reason outside of change in control period: In addition to the Francis Accrued Obligations,
 Mr. Francis shall be entitled to receive a lump-sum severance payment in an amount equal to the sum of his then in effect annual
 base salary and a portion of his target bonus, calculated at 100% of target performance completion of goals and objectives, prorated
 for the portion of the calendar year that has passed as of his last day of employment, in each case, less all applicable withholdings
 and deductions. Any unvested equity grants, any annual long-term incentive awards, or any other equity awards made during the term
 of Mr. Francis's employment shall fully and immediately vest (and in the case of options become exercisable), as of the date
 of termination, and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For
 these purposes, a change in control period means Mr. Francis' termination of employment by us without cause or Mr. Francis'
 resignation for good reason, in either case, within six months prior to, upon, or within six months following a change in control;
 and

 cause or by Mr. Francis for good reason within change in control period: Mr. Francis shall be entitled to receive the payments
 and benefits provided in the immediately preceding bullet point, except that the amount of the lump-sum severance payment to be paid
 to Mr. Francis shall instead be equal to the sum of one and a half times his then in effect annual base salary and 100% of his target
 annual bonus for the year in which the termination occurs.

 Under
the Bee Employment Agreement, the Alexander Employment Agreement and the Franics Employment Agreement, in the event Mr. Bee, Mr. Alexander
or Mr. Francis, respectively, is entitled to severance payment benefits as described above, provided Mr. Bee, Mr. Alexander or Mr. Francis,
respectively, timely elects the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law ("COBRA")
continuation coverage, or, if COBRA continuation coverage is not available because the Company does not sponsor a group health plan that
is required to provide COBRA continuation coverage, we shall continue to provide all welfare benefits provided to Mr. Bee, Mr. Alexander
or Mr. Francis, respectively, immediately before such termination (including, without limitation, health and life insurance or the reimbursement
of health insurance premiums, but excluding disability insurance) for a period following Mr. Bee's, Mr. Alexander's or Mr.
Francis' termination of employment of 18 months, to the extent permitted pursuant to the terms of such benefit plans, at the same
cost and to the same extent that such insurance (or reimbursements thereof) continue to be provided to similarly situated employees at
the time of termination. To the extent Mr. Bee, Mr. Alexander or Mr. Francis, respectively, becomes re-employed and eligible for benefits
with another employer prior to the expiration of such period, Mr. Bee, Mr. Alexander or Mr. Francis, respectively, will elect such benefits
and promptly notify us so that we will have no further obligation to provide these benefits, unless and then only to the extent that,
the benefits that are being provided by us are more favorable than such benefits provided by the other company, as determined by Mr.
Bee, Mr. Alexander or Mr. Francis, respectively, in his reasonable discretion.

Compensation

 The
Compensation Committee periodically evaluates the compensation of directors and recommends compensation changes to the Board as appropriate.
Effective October 1, 2025, we pay members of our Board $7,500 per quarter in cash. Prior to that date, members of our Board were paid
$6,000 per quarter in cash. Additionally, our Audit Committee chair receives $2,500 per quarter in cash and all other committee chairs
receive $2,000 per quarter in cash.. In addition, our Board receives an annual stock retainer in the form of a combination of either
RSUs or DSUs, at the option of the director, and stock options. The Company first began issuing DSUs to directors in fiscal year 2025.
The RSUs and stock options vest immediately on the date of grant, and the DSUs fully vest upon the director ceasing to be a member of
the Board. The RSUs and DSUs for fiscal year 2025 were approved in an amount of $47,981 per director and the stock options were approved
in an amount of $47,765 in each case based on the closing price of the Company's stock on the date of grant. Directors who are
employees of the Company receive no additional cash compensation or equity compensation for serving on the Board.

 While
the Company does not require directors and officers to own a specific minimum number of shares of the Company's common stock, the
Company believes that each director and corporate officer should have a substantial personal investment in the Company. Under the Company's
Insider Trading Policy, it is improper for directors, officers and employees of the Company to engage in short-term or certain speculative
transactions in the Company's securities.

 The
following table sets forth information concerning director compensation during the fiscal year ended April 30, 2025 paid or provided
to each of our non-employee directors who served in such capacity at any time during the most recent fiscal year. Other than as set forth
in the table, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other
compensation to any of the other members of our Board in such period.

Compensation Table

 Fiscal
2025

 Name (1)

 Fees Earned or
 Paid in Cash
 ($)

 Stock Awards
 ($) (2)(3)

 Option Awards
 ($) (4)(5)

 All Other Compensation
 ($)

 Total
 ($)

 Luke Norman

 $
 17,500

 $
 160,406

 $
 126,913

 $
 195,833
 (6)

 $
 500,652

 Robert W. Schafer

 $
 43,500

 $
 47,981

 $
 47,765

 $
 —

 $
 139,246

 Michael Waldkirch

 $
 37,500

 $
 47,981

 $
 47,765

 $
 —

 $
 133,246

 Johanna Fipke

 $
 35,500

 $
 130,242

 $
 47,765

 $
 —

 $
 213,507

 (1)

 George Bee, President and
 Chief Executive Officer, is not included in this table because he is an officer of the Company and did not receive separate compensation
 for his service as a director of the Company. The compensation received by Mr. Bee as an officer of the Company in fiscal year 2025
 is included in the Summary Compensation Table.

 (2)

 Represents the aggregate
 grant date fair value for awards of RSUs or DSUs granted by us in the fiscal year ended April 30, 3035 computed in accordance with
 FASB ASC Topic 718. See Note 10 to our consolidated financial statements reported in the Original Filing for details as to the assumptions
 used to determine the fair value of the RSU and DSU awards.

 (3)

 As of April 30, 2025, Mr.
 Norman had 2,463 RSUs outstanding and 20,968 DSUs outstanding; Mr. Schafer had 14,199 RSUs outstanding; Mr. Waldkirch had 7,409 RSUs
 outstanding and 6,272 DSUs outstanding; and Ms. Fipke had 17,025 DSUs outstanding.

 (4)

 Represents the aggregate
 grant date fair value for stock option awards granted by us in the fiscal year ended April 30, 2025, computed in accordance with
 FASB Topic 718. See Note 10 to our consolidated financial statements reported in the Original Filing for details as to the assumptions
 used to determine the fair value of the stock option awards.

 (5)

 As of April 30, 2025, Mr.
 Norman had stock options to purchase 56,001 shares outstanding; Mr. Schafer had stock options to purchase 29,979 shares outstanding;
 Mr. Waldkirch had stock options to purchase 29,979 shares outstanding; and Ms. Fipke had stock options to purchase 9,669 shares outstanding.

 (6)

 We entered into a consulting
 agreement with Mr. Norman, effective November 25, 2024, pursuant to which Mr. Norman is to provide general corporate advisory services,
 introductions to banking relationships, consulting on strategic acquisitions to enhance the Company's value, and introductions
 on potential candidates for mergers and acquisitions (the "November 2024 Norman Agreement"). The November 2024 Norman
 Agreement provides for an annual fee of $250,000, payable in equal monthly installments. In addition, Mr. Norman received a fee of
 $65,000 for services provided to the Company from March 15, 2024 through September 30, 2024. We paid a total of $210,833 in cash
 consulting fees to Mr. Norman during the fiscal year ended April 30, 2025.

 Policies
and Practices Related to the Timing of Certain Equity Award Grants

 Our
Compensation Committee meets periodically, including to approve equity award grants to our executives from time to time. The timing of
grants is not coordinated with the release of material nonpublic information, and the Compensation Committee does not take material nonpublic
information into account when determining the timing and terms of awards. Stock option awards are priced at fair market value on the
date of grant, and both stock option and RSU awards are made in accordance with the terms of our equity plan. In addition to grants made
as part of our annual equity grant process, the timing of any equity grants to executive officers in connection with new hires, promotions
or other non-routine grants is tied to the event giving rise to the award, such as an executive officer's commencement of employment
or promotion effective date).

 During
fiscal year 2025, there were no stock options granted to any named executive officer within four business days preceding, or within one
business day after, the filing of any report on Forms 10-K, 10-Q or 8-K that disclosed material non-public information.

 Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity
Compensation Plan Information

 Equity
Compensation Plan Information (as of April 30, 2025)

 (a)

 (b)

 (c)

 Plan Category

 Number of Securities
 to be Issued Upon
 Exercise of
 Outstanding Options, Warrants and Rights (1)

 Weighted-average
 Exercise Price of
 Outstanding
 Options, Warrants
 and Rights (2)

 Number
 of Securities

 Remaining Available

 for Future Issuance

 Under Equity

 Compensation Plans

 (Excluding Securities

 Reflected in Column
 (a))

 Equity compensation plans approved by security holders

 1,045,131

 $
 6.86

 1,358,586

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 1,045,131

 $
 6.86

 1,358,586

 (1) Includes shares issuable pursuant to the exercise or conversion of options, RSUs and DSUs.

 (2) Calculation of weighted-average exercise price of outstanding awards includes stock options, but does not include outstanding RSUs or
DSUs.

 Share
Ownership Table

 The
following table sets forth certain information, as of September 26, 2025, with respect to the beneficial ownership of the outstanding
common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Company's named executive officers and directors;
and (iii) the Company's executive officers and directors as a group. The percentages of voting securities beneficially owned are
reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of
the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power
to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition
of the security, or that person has the right to acquire beneficial ownership of the security within sixty days. Except as otherwise
indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned and addresses
are c/o U.S. Gold Corp., 1910 East Idaho Street, Suite 102-Box 604, Elko, Nevada 89801. For each director, each named executive officer
named in the table and our directors and executive officers as a group, the percentage of common stock ownership is based on 14,358,045
shares of common stock issued and outstanding as of September 26, 2025. For each owner of more than 5% of our common stock, the percentage
of ownership is as of September 26, 2025, unless otherwise indicated.

 Name of Beneficial Owner

 Amount and Nature of Beneficial Ownership (1)(2)

 Percent of Class

 Luke Norman (3)

 536,362

 3.70
 %

 George Bee (4)

 522,615

 3.55
 %

 Robert W. Schafer (5)

 145,698

 1.01
 %

 Johanna Fipke (6)

 26,694

 *

 Michael Waldkirch (7)

 50,391

 *

 Eric Alexander (8)

 160,056

 1.10
 %

 Kevin Francis (9)

 85,871

 *

 Current Directors and Executive Officers as a group (7 persons)

 1,527,687

 10.06
 %

 Phoenix Gold Fund Ltd (10)

 791,807

 5.42
 %

 Thomas B. Akin and Karen Hochster (11)

 1,774,860

 12.10
 %

 *
Less than 1%.

 (1)

 The number of shares has
 been adjusted to reflect the 1-for-10 reverse stock split effective March 17, 2020.

 (2)

 Beneficial ownership includes
 all stock options, warrants and restricted awards (including vested RSUs) held by a stockholder that are currently exercisable or
 exercisable within 60 days of September 26, 2025.

 (3)

 Includes: (i) 415,379 unrestricted
 shares of common stock, of which 265,296 are owned by Luke Norman Consulting Limited, which is wholly owned by Mr. Norman; (ii) 22,415
 shares of common stock underlying RSUs and DSUs, that are currently vested or exercisable within 60 days of September 26, 2025; (iii)
 options to purchase 52,893 shares of common stock that are currently exercisable or exercisable within 60 days of September 26, 2025
; and (iv) warrants to purchase 45,675 shares of common stock, all of which are currently exercisable. Mr. Norman has no voting rights
 with respect to the RSUs and DSUs until the underlying shares are issued.

 (4)

 Includes: (i) 175,566 unrestricted
 shares of common stock; (ii) 266,041 shares of common stock underlying RSUs that are currently vested or exercisable within 60 days
 of September 26, 2025 and that are issuable upon Mr. Bee's resignation from the Company (subject to acceleration and forfeiture
 in certain circumstances); (iii) options to purchase 80,238 shares of common stock that are currently exercisable or exercisable
 within 60 days of September 26, 2025; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable.
 Mr. Bee has no voting rights with respect to the RSUs until the underlying shares are issued.

 (5)

 Includes: (i) 100,750 unrestricted
 shares of common stock; (ii) 14,199 shares of common stock underlying vested RSUs which are issuable upon Mr. Schafer's resignation
 from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 29,979 shares of common
 stock, all of which are currently exercisable; and (iv) warrants to purchase 770 shares of common stock, all of which are currently
 exercisable. Mr. Schafer has no voting rights with respect to the RSUs until the underlying shares are issued.

 (6)

 Includes: (i) 17,025 shares
 of common stock underlying DSUs which are issuable upon Ms. Fipke's resignation from the Company (subject to acceleration and
 forfeiture in certain circumstances); and (ii) options to purchase 9,669 shares of common stock, all of which are currently exercisable.
 Ms. Fipke has no voting rights with respect to the DSUs until the underlying shares are issued.

 (7)

 Includes: (i) 6,154 unrestricted
 shares of common stock; (ii) 13,681 shares of common stock underlying RSUs and DSUs, which are issuable upon Mr. Waldkirch's
 resignation from the Company (subject to acceleration and forfeiture in certain circumstances); (iii) options to purchase 29,979
 shares of common stock, all of which are currently exercisable; and (iv) warrants to purchase 577 shares of common stock, all of
 which are currently exercisable. Mr. Waldkirch has no voting rights with respect to the RSUs and DSUs until the underlying shares
 are issued.

 (8)

 Includes: (i) 1,540 unrestricted
 shares of common stock; (ii) 98,584 shares of common stock underlying RSUs that are currently vested or exercisable within 60 days
 of September 26, 2025 and that are issuable upon Mr. Alexander's resignation from the Company (subject to acceleration and
 forfeiture in certain circumstances); (iii) options to purchase 59,162 shares of common stock that are currently exercisable or exercisable
 within 60 days of September 26, 2025; and (iv) warrants to purchase 770 shares of common stock, all of which are currently exercisable.
 Mr. Alexander has no voting rights with respect to RSUs until the underlying shares are issued.

 (9)

 Includes: (i) 308 unrestricted
 shares of common stock; (ii) 41,045 shares of common stock underlying RSUs that are currently vested or exercisable within 60 days
 of September 26, 2025 and that are issuable upon Mr. Francis's resignation from the Company (subject to acceleration and forfeiture
 in certain circumstances); (iii) options to purchase 44,364 shares of common stock that are currently exercisable or exercisable
 within 60 days of September 26, 2025; and (iv) warrants to purchase 154 shares of common stock, all of which are currently exercisable.
 Mr. Francis has no voting rights with respect to RSUs until the underlying shares are issued.

 (10)

 Based solely on information
 as of September 30, 2025 contained in Amendment No. 9 to Schedule 13G (the "Phoenix SC 13G/A") filed with the SEC on October 7, 2025 by AIMS Asset Management Sdn. Bhd. ("AIMS") and Seraya Investment Pte. Ltd ("Seraya") on behalf of
 their fund under management, Phoenix Gold Fund Ltd. ("Phoenix"). Phenix is a discretionary professional investment fund
 managed by AIMS and co-managed by Seraya, and the securities reported on the Phoenix SC 13G/A are beneficially owned by Phoenix.
 Phoenix owns 541,878 unrestricted shares of common stock, as well as warrants to purchase 249,929
 shares of common stock, all of which are currently exercisable. The business address of AIMS as disclosed in the Phoenix SC 13G/A
 is Suite 10.3, West Wing, Rohas Tecnic, No. 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia, and the business address of Seraya as
 disclosed in the Phoenix SC 13G/A is 7 Purvis Street, #03-01 188586, Singapore.

 (11)

 Based on information as
 of September 15, 2025 contained in Amendment No. 2 to Schedule 13G filed with the SEC on September 16, 2025 by Thomas B. Akin and
 Karen Hochster (the "Akin SC 13G/A") and in accordance with the Company's records, Mr. Akins directly beneficially
 owns 1,409,860 shares of common stock and warrants to purchase 315,000 shares of common stock (of which warrants to purchase 290,000
 shares of common stock are reported in the Akin SC 13G/A), all of which are currently exercisable. Ms. Hochster has sole voting and
 sole dispositive power over 50,000 shares. The business address of Mr. Akin and Ms. Hochster as disclosed in the Akin SC 13G/A is
 100 Meadowcreek Dr., Suite 150, Corte Madera, California 94925.

 Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Described
below are any transactions during the fiscal years ended April 30, 2025 and 2024 and any currently proposed transactions to which the
Company is or was a party in which the amounts involved exceeded, or will exceed, the lesser of either $120,000 or 1% of the average
of our total assets as of the fiscal years ended April 30, 2025 and 2024 and which we are required to report under relevant SEC rules
and regulations.

 During
the fiscal year ended April 30, 2025, we paid Mr. Norman $210,833 in cash for consulting fees, of which $15,000 related to services performed
in the fiscal year ended April 30, 2024. Mr. Norman also was granted 12,903 DSUs with a grant date fair value of $98,708 and stock options
to purchase 13,260 shares with a grant date fair value of $65,504 for services provided to the Company during the fiscal year ended April
30, 2025.

 During
the fiscal year ended April 30, 2024, we paid Mr. Norman $120,000 in cash for consulting fees.

 Independence
of Directors

 Our
Board is currently comprised of five members, three of whom are independent directors. Consistent with the Company's corporate
governance principles, the Board's determination of independence is made in accordance with the rules of the Nasdaq Stock Market,
as the Board has not adopted supplemental independence standards. The Board, upon recommendation of the Nominating and Governance Committee,
unanimously determined that each of Messrs. Schafer and Waldkirch and Ms. Fipke are "independent," as such term is defined
in the rules of the Nasdaq Stock Market.

 Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the aggregate fees billed to the Company for the last two fiscal years by the Company's independent
accounting firm, Marcum LLP ("Marcum"):

 2025

 2024

 Audit Fees (1)

 $
 213,132

 $
 191,855

 Audit-related fees (2)

 -

 -

 Tax fees (3)

 -

 -

 All Other Fees (4)

 -

 -

 Total fees

 $
 213,132

 $
 191,855

 (1)
 Audit Fees: Audit fees paid to Marcum for professional services associated with the annual audit, the reviews of our quarterly
reports on Form 10-Q, statutory and subsidiary audits required in certain locations, and regulatory filings.

 (2)
 Audit-Related fees: For assurance and related services that were reasonably related to the performance of the audit or review of
financial statements and not reported under "Audit Fees."

 (3)
 Tax Fees: Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include
preparation of federal and state income tax returns.

 (4)
 All Other Fees: Consist of fees for products and services other than the services reported above.

 Audit
Committee Pre-Approval Policies and Procedures

 Our
Audit Committee charter requires the Audit Committee to approve, in advance, all audit and permissible non-audit services to be provided
by our independent auditor and to establish policies and procedures for the pre-approval of audit and permissible non-audit services
to be provided by our independent auditor. The Audit Committee's policy is to pre-approve all services and fees for the fiscal
year. This approval is evidenced by the Audit Committee approving the Audit Committee Chair's execution of the independent auditor's
engagement letter. In addition, the Audit Committee can be convened on a case-by-case basis to approve any services not anticipated or
services whose costs exceed the pre-approved amounts.

 During
the last two fiscal years ended April 30, 2025 and April 30, 2024, our Audit Committee pre-approved 100% of all audit and permissible
non-audit services.

 PART
IV

 Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following documents are filed as part of this report:

 EXHIBIT

 2.1

 Articles
 of Merger as filed with the Nevada Secretary of State on May 23, 2017. Incorporated by reference from Exhibit 3.1 to the Current
 Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 26, 2017.

 3.1

 Articles
 of Incorporation dated December 30, 2015 filed with the Secretary of State of the State of Nevada. Incorporated by reference from
 the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 8, 2016.

 3.1.1

 of Amendment to Articles of Incorporation dated July 6, 2016. Incorporated by reference from the Current Report on Form 8-K filed
 with the Securities and Exchange Commission, SEC file number 001-08266, on July 8, 2016.

 3.1.2

 of Amendment to Articles of Incorporation dated May 3, 2017. Incorporated by reference from Exhibit 3.1 to the Current Report on
 Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on May 5, 2017.

 3.1.3

 of Amendment of Articles of Incorporation of U.S. Gold Corp dated March 17, 2020. Incorporated by reference from Exhibit 3.1 to the
 Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on March 20, 2020.

 3.1.4

 of Designation of Preferences, Rights and Limitations of Series A Preferred Stock dated December 30, 2015. Incorporated by reference
 from Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266,
 on January 8, 2016.

 3.1.5

 of Designations, Preferences and Rights of the Company's 0% Series B Convertible Preferred Stock dated January 21, 2016. Incorporated
 by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number
 001-08266, on January 21, 2016.

 3.1.6

 of Designations, Preferences and Rights of the Company's 0% Series C Convertible Preferred Stock dated May 2017. Incorporated
 by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number
 001- 08266 on May 26, 2017.

 3.1.7

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's 0% Series D Convertible Preferred
 Stock dated August 3, 2016. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266, on August 5, 2016.

 3.1.8

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's 0% Series E Convertible Preferred
 Stock dated January 12, 2018. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266, on January 19, 2018.

 3.1.9

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's 0% Series F Convertible Preferred
 Stock June 19, 2019. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266 on June 20, 2019.

 3.1.10

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's 0% Series G Convertible Preferred
 Stock March 2020. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266 on March 30, 2020.

 3.1.11

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's Series H Convertible Preferred
 Stock dated August 10, 2020. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266 on August 13, 2020.

 3.1.12

 of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Company's Series I Convertible Preferred
 Stock dated August 10, 2020. Incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266 on August 13, 2020.

 3.2

 Second
 Amended and Restated Bylaws dated November 1, 2018. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, filed on November 2, 2018.

 4.1

 Description
 of Securities. Incorporated by reference from Exhibit 4.3 to the Annual Report on Form 10-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266, on July 29, 2021.

 4.2

 Form
 of Common Stock Purchase Warrant dated May 2011. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K with
 the Securities and Exchange Commission, SEC file number 001-08266, filed on May 12, 2011.

 4.3

 Form
 of Class A Common Stock Purchase Warrant dated June 19, 2019. Incorporated by reference from Exhibit 4.3 to the Current Report on
 Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.

 4.4

 Form
 of Common Stock Purchase Warrant dated January 2021. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 28, 2021.

 4.5

 Form
 of Common Stock Purchase Warrant dated February 16, 2022. Incorporated by reference from Exhibit 4.1 to the Current Report on Form
 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 18, 2022.

 4.6

 Form
 of Common Stock Purchase Warrant dated March 18, 2022. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, on March 21, 2022.

 4.7

 Form
 of Common Stock Purchase Warrant dated April 10, 2023. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

 4.8

 Amendment
 No. 1 to Warrants dated April 10, 2023. Incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed with the
 Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

 4.9

 Form
 of Common Stock Purchase Warrant dated April 2024. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed
 with the Securities and Exchange Commission, SEC file number 001-08266, on April 19, 2024.

 4.10

 Form
 of Common Stock Purchase Warrant dated November 27, 2024. Incorporated by reference from Exhibit 4.1 to the Current Report on Form
 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 4, 2024.

 10.1

 Assignment
 and Assumption of Earn-In Agreement dated November 9, 2022. Incorporated by reference from Exhibit 10.1 to the Current Report on
 Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on November 15, 2022.

 10.2

 Form
 of Securities Purchase Agreement dated February 14, 2022. Incorporated by reference from Exhibit 10.1 to the Current Report on Form
 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on February 18, 2022.

 10.3

 Form
 of Securities Purchase Agreement dated March 15, 2022. Incorporated by reference from Exhibit 10.1 to the Current Report on Form
 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on March 21, 2022.

 10.4

 Form
 of Securities Purchase Agreement dated April 4, 2023. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 10, 2023.

 10.5

 Form
 of Securities Purchase Agreement dated April 15, 2024. Incorporated by reference from Exhibit 10.1 to the Current Report on Form
 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on April 19, 2024.

 10.6

 Form
 of Securities Purchase Agreement November 27, 2024. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K
 filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 4, 2024.

 10.7#

 Employment
 Agreement dated December 4, 2020 by and between George Bee and U.S. Gold Corp. Incorporated by reference from Exhibit 10.1 to the
 Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on December 10, 2020.

 10.8#

 Employment
 Agreement dated December 4, 2020 by and between Eric Alexander and U.S. Gold Corp. Incorporated by reference from Exhibit 10.3 to
 the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on December 10, 2020.

 10.9#

 Employment
 Agreement dated July 19, 2021 by and between Kevin Francis and U.S. Gold Corp. Incorporated by reference from Exhibit 10.1 to the
 Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001- 08266, on July 22, 2021.

 10.10#

 Consulting
 Agreement dated March 10, 2021 by and between Luke Norman Consulting Ltd. and U.S. Gold Corp. Incorporated by reference from Exhibit
 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 24, 2022.

 10.11#

 U.S.
 Gold Corp 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the
 Securities and Exchange Commission, SEC File number 001-08266, on September 24, 2019.

 10.11.1#

 First
 Amendment to the U.S. Gold Corp. 2020 Stock Incentive Plan dated November 9, 2020. Incorporated by reference from Exhibit 10.1 to
 the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC File number 001-08266, on November 10, 2020.

 10.11.2#

 U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan

 10.11.3#

 Form
 of Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit
 10.5 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on December
 16, 2019.

 10.11.4#

 Form
 of Restricted Stock Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.6
 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on December 16,
 2019.

 10.11.5#

 Form
 of Nonqualified Stock Option Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from
 Exhibit 10.7 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, SEC file number 001-08266, on
 December 16, 2019.

 10.12#

 Consulting Agreement dated November 25, 2024 by and between Luke Norman Consulting Ltd. and U.S. Gold Corp.

 10.13*

 Controlled Equity OfferingSM Sales Agreement, dated as of June 9, 2025, by and between U.S. Gold Corp. and Cantor Fitzgerald & Co. Incorporated by reference from Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on June 9, 2025.

 19.1

 Insider
 Trading Policy effective June 14, 2021. Incorporated by reference from Exhibit 19.1 to the Annual Report on Form 10-K filed with
 the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

 21.1

 List
 of Subsidiaries. Incorporated by reference from Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266, on July 29, 2025.

 23.1

 of Marcum LLP. Incorporated by reference from Exhibit 23.1 to the Annual Report on Form 10-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266, on July 29, 2025.

 23.2

 of AKF Mining Services Inc. Incorporated by reference from Exhibit 23.2 to the Annual Report on Form 10-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 23.3

 of Drift Geo LLC. Incorporated by reference from Exhibit 23.3 to the Annual Report on Form 10-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266, on July 29, 2025.

 23.4

 of John Wells. Incorporated by reference from Exhibit 23.4 to the Annual Report on Form 10-K filed with the Securities and Exchange
 Commission, SEC file number 001-08266, on July 29, 2025.

 23.5

 of Samuel Engineering, Inc. Incorporated by reference from Exhibit 23.5 to the Annual Report on Form 10-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 23.6

 of Tierra Group International, Ltd. Incorporated by reference from Exhibit 23.6 to the Annual Report on Form 10-K filed with the
 Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 23.7

 of Company QP (Kevin Francis). Incorporated by reference from Exhibit 23.7 to the Annual Report on Form 10-K filed with the Securities
 and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 31.1

 Rule
 13a-14(a) Certification of George Bee.

 31.2

 Rule
 13a-14(a) Certification of Eric Alexander.

 32.1

 Section
 1350 Certification of George Bee (Furnished not Filed). Incorporated by reference from Exhibit 32.1 to the Annual Report on Form
 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 32.2

 Section
 1350 Certification of Eric Alexander (Furnished not Filed). Incorporated by reference from Exhibit 32.2 to the Annual Report on Form
 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2025.

 96.1

 Technical
 Report Summary of CK Gold Project for U.S. Gold Corp., Laramie County, Wyoming, USA, effective February 10, 2025. Incorporated by
 reference from Exhibit 96.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number
 001-08266, on February 14, 2025.

 97.1#

 U.S.
 Gold Corp Executive Compensation Clawback Policy effective November 14, 2023. Incorporated by reference from Exhibit 97.1 to the
 Annual Report on Form 10-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 29, 2024.

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 #
Indicates management or compensation plan or arrangement

 * Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The
registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule
or attachment to this exhibit.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 U.S. GOLD CORP.

 Date: October 10, 2025

 By:

 /s/ George
 M. Bee

 George M. Bee

 President and Chief Executive

 Officer (Principal Executive Officer)

 Date: October 10, 2025

 By:

 /s/
 Eric Alexander

 Eric
 Alexander

 Chief
 Financial Officer and Corporate Secretary

 (Principal Financial and Accounting Officer)