U.S. GOLD CORP. (USAU)

Overview

U.S.
Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”),
was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada
in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the
Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization,
and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration
and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone
Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under
S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our
other properties are exploratory in nature.

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

During
the three months ended January 31, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold
Project. We continue to enhance our understanding of the Keystone Project deposit in Nevada. Additionally, we focused on investor relations
and awareness through the attendance at multiple mining investment conferences culminating with the completion of a financing in December
2025 for gross proceeds of $31.2 million.

An
overview of certain significant events follows:

26

Results
of Operations

For
the three and nine months ended January 31, 2026 as compared to the three and nine months ended January 31, 2025:

Net
Revenues

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

Operating
Expenses

Total
operating expenses for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, were approximately
$5,347,000 and $5,090,000, respectively. The approximate $256,000 increase in operating expenses for the three months ended January 31,
2026, as compared to the three months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $211,000
primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset
by increased bonuses to our officers and employees, (ii) a decrease of approximately $308,000 in exploration expenses on our mineral
properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property during the three month
period, (iii) an increase in professional and consulting fees of approximately $609,000 primarily due to an increase in general strategic,
permitting and engineering studies and consulting services of $1,279,000, an increase in investor relation fees of approximately $10,000,
an increase in legal fees of approximately $134,000, and an increase in accounting fees of approximately $19,000, offset by decrease
in stock-based consulting expenses of approximately $306,000, and a decrease in director fees of approximately $527,000 primarily due
to decrease in stock-based director fees and (iv) an increase in general and administrative expenses of approximately $167,000 due primarily
to increases in advertising expenses of approximately $64,000, public company expenses of approximately $5,000, insurance expense of
approximately $15,000, depreciation of approximately $12,000, travel, meals, and conferences expenses of approximately $39,000 and office
expenses of $27,000.

Total
operating expenses for the nine months ended January 31, 2026, as compared to the nine months ended January 31, 2025, were approximately
$13,540,000 and $9,826,000, respectively. The approximate $3,714,000 increase in operating expenses for the nine months ended January
31, 2026, as compared to the nine months ended January 31, 2025, is comprised of (i) a decrease in compensation of approximately $26,000
primarily due to a decrease in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees offset
by increased bonuses to our officers and employees, (ii) a decrease of approximately $640,000 in exploration expenses on our mineral
properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in
professional and consulting fees of approximately $3,253,000 primarily due to an increase in general strategic, permitting and engineering
studies and consulting services of $3,326,000, an increase in legal fees of approximately $610,000, and an increase in accounting fees
of approximately $181,000, offset by the decrease in investor relation fees of approximately $135,000, decrease in stock-based consulting
expenses of approximately $256,000, and a decrease in director fees of approximately $473,000 primarily due to decrease in stock-based
director fees and (iv) an increase in general and administrative expenses of approximately $1,127,000 due primarily to increases in advertising
expenses of approximately $812,000, public company expenses of approximately $43,000, insurance expense of $29,000, depreciation of $21,000,
travel, meals, and conferences expenses of approximately $154,000 and office expenses of $66,000.

Loss
from Operations

We
reported loss from operations of approximately $5,347,000 and $5,090,000 for the three months ended January 31, 2026 and 2025, respectively,
and approximately $13,540,000 and $9,826,000 for the nine months ended January 31, 2026 and 2025, respectively.

Other
Income (Expense)

We
reported other income (expense) of approximately $63,000 and $(1,272,000) for the three months ended January 31, 2026 and 2025, respectively,
and approximately $1,696,000 and $(2,964,000) for the nine months ended January 31, 2026 and 2025, respectively.

We
reported interest income of approximately $57,000 and $59,000 for the three months ended January 31, 2026 and 2025, respectively. We
reported interest income of approximately $191,000 and $100,000 for the nine months ended January 31, 2026 and 2025, respectively.

We
reported a change in fair value of warrant liability of approximately $0 and ($1,331,000) for the three months ended January 31, 2026
and 2025, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($3,065,000) for the
nine months ended January 31, 2026 and 2025, respectively.

Net
Loss

We
reported a net loss of approximately $5,284,000 and $6,362,000 for the three months ended January 31, 2026 and 2025, respectively, and
approximately $11,844,000 and $12,790,000 for the nine months ended January 31, 2026 and 2025, respectively.

27

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital at January 31, 2026, compared to April 30, 2025, and
the changes between those periods:

As
of January 31, 2026, we had working capital of $35,398,396, as compared to working capital of $8,015,445 as of April 30, 2025, an increase
of $27,382,951.

We
are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently
implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including
requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 in legal and accounting expenses
annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

Our
unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP
and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement
of liabilities in the normal course of business. For the nine months ended January 31, 2026 and 2025, we incurred net losses in the amounts
of approximately $11,844,000 and $12,790,000, respectively. For the nine months ended January 31, 2026, cash used in operating activities
was approximately $12,132,000. As of January 31, 2026, we had cash of approximately $36,088,000, working capital of approximately $35,398,000,
and an accumulated deficit of approximately $105,251,000. Our primary source of operating funds since inception has been equity financings.
As of January 31, 2026, we expect to have sufficient cash to fund our corporate activities, general and administrative costs, and currently
undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance
any of our projects past the aforementioned objectives, we do not have sufficient cash and will need to raise additional funds. These
matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these
financial statements.

Cash
Used in Operating Activities

Net
cash used in operating activities totaled approximately $12,132,000 and $7,153,000 for the nine months ended January 31, 2026 and 2025,
respectively. Net cash used in operating activities during the nine months ended January 31, 2026, increased primarily due to the (i)
increase in non-cash items of approximately $6,028,000 as compared to the nine months ended January 31, 2025, primarily due to the change
in fair value of warrant liability and decreased stock-based compensation, (ii) decrease in changes in operating assets and liabilities
of approximately $103,000 as compared to the nine months ended January 31, 2025, primarily due to changes in prepaid expenses and other
current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities, and stock payable and (iii) decrease
in net loss of approximately $946,000 as compared to the nine months ended January 31, 2025.

Cash
Used in Investing Activities

Net
cash used in investing activities totaled approximately $1,924,000 for the nine months ended January 31, 2026 primarily due to the purchase
of land and a building located in Cheyenne, Wyoming as compared to $

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Item
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

U.S.
Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”),
was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada
in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the
Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization,
and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration
and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone
Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under
S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our
other properties are exploratory in nature.

Summary
of Activities for the Fiscal Year Ended April 30, 2026

An
overview of certain significant events follows:

Mineral
Property Activities

During
the fiscal year ended April 30, 2026, we continued engineering studies towards the completion of a feasibility study for our CK Gold
Project. We continued to enhance our understanding of the Keystone Project deposit in Nevada. Specifically:

32

Sales
of Common Shares to raise a total of $31.2 million in cash

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

Shareholder
Meeting, Appointment of Directors and Corporate Matters

On
April 27, 2026, we held our annual meeting of stockholders. At that meeting:

We
currently plan to return to a more normalized schedule for our annual meeting of stockholders. Accordingly, we anticipate that the next
annual meeting of stockholders will be held on October 13, 2026.

Results
of Operations

Net
Revenues

We
are a development-stage company with no operations, and we did not generate any revenues for the years ended April 30, 2026, and 2025.

Operating
Expenses

Total
operating expenses for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, were approximately
$19,000,000 and $13,006,000, respectively. The year-over-year increase of approximately $5,994,000 increase in operating expenses for
the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, is primarily comprised of the following:

33

Loss
from Operations

We
reported a loss from operations of approximately $19,000,000 and $13,006,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Other
Income (Loss)

We
reported other income (loss) of approximately $1,792,000 and ($7,554,000) for the fiscal years ended April 30, 2026, and 2025, respectively.
We reported a gain (loss) from change in fair value of warrant liability of approximately $1,495,000 and ($7,714,000) for the fiscal
years ended April 30, 2026, and 2025, respectively. We reported interest income and other income of approximately $281,000 and $16,000,
respectively, for the fiscal year ended April 30, 2026, as compared to approximately $161,000 and $0, respectively, during the fiscal
year ended April 30, 2025. The year-over-year increase in interest income is the direct result of having a higher cash balance during
the last four months of the most recently completed fiscal year.

Net
Loss

We
recognized a net loss of approximately $17,208,000 and $20,559,000 for the fiscal years ended April 30, 2026, and 2025, respectively.

Liquidity
and Capital Resources

The
following table summarizes total current assets, liabilities and working capital as of April 30, 2026, compared to April 30, 2025, and
the changes between those periods:

We
are obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight
Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect
to spend between $175,000 and $250,000 on legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley.
These costs could negatively affect our results of operations.

Our
consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared
assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in
the normal course of business. For the fiscal years ended April 30, 2026, and 2025, we incurred net losses of approximately $17,208,000
and $20,559,000, respectively. For the fiscal year ended April 30, 2026, cash used in operating activities was approximately $18,213,000.
As of April 30, 2026, we had cash of approximately $30,655,000, working capital of approximately $31,576,000, and an accumulated deficit
of approximately $110,615,000. Our primary source of operating funds since inception has been equity financing. As of April 30, 2026,
we may have sufficient cash to fund our corporate activities, general and administrative costs, and current project related activities
related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects to the developmental
stage, we do not have sufficient cash and will need to raise additional funds. These matters raise substantial doubt about our ability
to continue as a going concern for the twelve months following the issuance of

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