U.S. GOLD CORP. (USAU) FY 2026 MD&A

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:

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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:

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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 these financial statements.

Cash
Used in Operating Activities

Net
cash used in operating activities totaled approximately $18,213,000 and $9,872,000 for the fiscal years ended April 30, 2026, and 2025,
respectively, an increase of approximately $8,341,000. The increase is primarily due to higher operating expenses, as discussed above,
as well as year-over-year increases in (i) prepaid expenses and other current assets of approximately $1,036,000, (ii) an increase in
accounts payable and accrued liabilities of approximately $468,000, (iii) additional reclamation bond deposits of approximately $148,000,
and (iv) the settlement of stock payable liabilities during the current year.

Cash
Used in Investing Activities

Net
cash used in investing activities during the year fiscal ended April 30, 2026 was approximately $1,927,000 and relates primarily to the
purchase of land and a building adjacent to the CK Gold Project, located in Cheyenne, Wyoming, as compared to $6,000 for the purchase
of property and equipment during the fiscal year ended April 30, 2025.

Cash
Provided by Financing Activities

Net
cash provided by financing activities totaled approximately $42,627,000 and $12,473,000 for the fiscal years ended April 30, 2026, and
2025. The current year cash provided by financing activities consisted primarily of proceeds from the December 2025 sale of common stock
of approximately $31,695,000, net of offering costs, as well as proceeds from the exercise of warrants and stock options of approximately
$10,857,000 and $75,000, respectively.

Net
cash provided by financing activities for the year ended April 30, 2025, consisted primarily of proceeds from the sale of our common
stock and warrants of approximately $10,146,000 in December 2024, net of offering costs, and proceeds received from the exercise of stock
warrants of approximately $2,327,000.

Off-Balance
Sheet Arrangements

As
of April 30, 2026, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

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Recently
Issued Accounting Pronouncements

See
Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements for a summary of recently issued accounting
pronouncements.

Critical
Accounting Estimates

In
preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual
results may differ significantly from those estimates. Critical accounting estimates are those estimates made in accordance with U.S.
generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely
to have a material impact on our financial condition or results of operations. Our critical accounting estimates are discussed below,
including, to the extent material and reasonably available, the impact such estimates have had, or are reasonably likely to have, on
our financial condition or results of operations.

Share-Based
Compensation

Share-based
compensation is accounted for based on the requirements of ASC 718, “Compensation—Stock Compensation” (“ASC 718”),
which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award
of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively,
the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award
based on the grant-date fair value of the award.

Mineral
Rights

Costs
of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. Where we have identified proven
and probable mineral reserves on any of our properties, development costs will be capitalized when all the following criteria have been
met, a) we receive the requisite operating permits, b) completion of a favorable Feasibility Study and c) approval from our Board authorizing
the development of the ore body. Until such time when all these criteria have been met, we will continue to expense all exploration and
pre-development costs as incurred.

When
a property reaches the production stage, the related capitalized costs will be amortized on a units-of-production basis over the proven
and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties
for impairment under ASC 360-10, “Impairment of Long-Lived Assets”, and evaluates its carrying value under ASC 930-360, “Extractive
Activities—Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is
less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount
of the mineral properties over its estimated fair value.

To
date, the Company has expensed all exploration and pre-development costs as none of its properties have satisfied the criteria above
for capitalization.

ASC
930-805, “Extractive Activities—Mining: Business Combinations” (“ASC 930-805”), states that mineral rights
consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include
mineral rights.

Acquired
mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value
as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral
rights include costs associated with acquiring patented and unpatented mining claims.

ASC
930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both:

By
rule, leases to explore for or use of natural resources are outside the scope of ASC 842, “Leases”.

Warrant
Liability

We
account for the warrants issued in March 2022 and April 2023, respectively, in accordance with the guidance contained in ASC 815 “Derivatives
and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as
a liability. Accordingly, we classified these warrant instruments as liabilities and recorded them at fair value, as determined by using
a Monte Carlo simulation model, at the time they were granted, and adjusted the instruments to fair value at the end of each reporting
period. In May 2025, all then-outstanding warrants that qualified for liability treatment were exercised. Accordingly, the then-fair
market value of the warrant liability was reclassified to Additional Paid-In Capital, and the remaining balance of the warranty liability
was removed, resulting in a $1,495,000 gain, as presented on our consolidated statement of operations for the year ended April 30, 2026.