U.S. GOLD CORP.

U.S. Gold Corp. is a gold, copper and precious metals development and exploration company pursuing exploration opportunities primarily in Wyoming, Nevada and Idaho. The company owns mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. The CK Gold Project contains proven and probable mineral reserves and is classified as a development stage property, while none of the other properties contain proven and probable mineral reserves and all activities are exploratory in nature. The company does not currently have any revenue-producing activities.

The company does not compete directly with anyone for the exploration or removal of minerals from its property as it holds all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of minerals. The company will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as explosives or large equipment tires, and certain equipment such as bulldozers and excavators and services, such as contract drilling that it will need to conduct exploration.

The company generates no revenue from operations as it is an exploration and development company. It does not currently have any revenue-producing activities. The company expenses all mineral exploration costs as incurred. Although it has identified proven and probable mineral reserves on the CK Gold Project, development costs will be capitalized when all the following criteria have been met: receipt of the requisite operating permits, completion of a favorable Feasibility Study, and approval from the Board of Directors authorizing development of the ore body. Until such time all these criteria have been met, pre-development costs are recorded to expense as incurred.

The CK Gold Project consists of certain mining leases and other mineral rights located in the historic Silver Crown Mining District of southeast Wyoming. The property covers about two square miles and is entirely located on mineral rights owned and administered by the State of Wyoming. The project consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases. Lease 0-40828 is a ten-year lease that was renewed in 2023 and expires on February 1, 2033, with annual rental payments of $3.00 per acre ¹. Lease 0-40858 is a ten-year lease that was renewed in 2024 and expires on February 1, 2034, with annual rental payments of $3.00 per acre ². Each lease is renewable for successive ten-year terms by submitting a renewal application fee and paying a nominal fee of $50 ³. The production royalty rate is fixed at a flat 2.1% ⁴ of net receipts once the project is in operation. The agreed amount to be paid by the Company to Game and Fish once development and operational impact occur amounts to $300,000 ⁵. The project has acquired three ~35-acre parcels immediately adjacent to Section 36 in Section 35, and entered into another contract to purchase an additional 204-acre property nearby the mine site, with closing scheduled for September 2026. Additionally, a 10-acre land position at the Round Top Industrial Park was acquired. The Feasibility Study released on March 31, 2026 highlights an initial 11-year mine-life focused on 1.6 million ⁶ ounces of contained gold equivalent ounces as stated in Mineral Reserves. After 1 year of ramp up, average sales of 102 thousand ounces ⁷ gold equivalent from year 2 to 8, with average life of mine sales of 85 thousand ounces ⁸ gold equivalent at total cash costs of $1,748/oz ⁹ gold equivalent. Total initial capital cost of $394 million ¹⁰ (excludes $28 million ¹¹ of preproduction owners' cost and includes contingency of $47 million ¹²) and sustaining capital of $35 million ¹³ over the life of mine. Base case post tax NPV-to-capex ratio of 1.6 ¹⁴ and payback of 2.5 years ¹⁵; spot price NPV-to-capex ratio and payback improve to 3.3 ¹⁶ and 1.6 years ¹⁷, respectively. Year 2-8 average after-tax free cash flow of $160 million ¹⁸. The ore body shows low life of mine strip ratio of 0.89:1 ¹⁹ with minimal pre-stripping. An average of 198 ²⁰ direct permanent jobs are expected to be created at CK.

The Keystone Project consists of 601 ²¹ unpatented lode mining claims situated in Eureka County, Nevada, comprising approximately 20 square miles. An annual maintenance fee of $200 ²² per claim per year must be paid to the Nevada Bureau of Land Management by September 1 of each year, and a $12 ²³ per claim fee is due to the Eureka County Clerk's office as a record fee. Some claims are subject to pre-existing net smelter royalty obligations, including a one percent NSR held by Wolfpack Gold Nevada Corp., a two percent NSR with respect to precious metals and one percent NSR with respect to all other metals and minerals held by Orion Royalty Company, LLC, and a one-half percent NSR to Nevada Gold Ventures, LLC on certain claims, and a three and one-half percent NSR to Nevada Gold Ventures, LLC on other claims. The Challis Gold Project consists of 77 ²⁴ unpatented lode mining claims in Lemhi County, Idaho covering approximately 1,710 acres. An annual maintenance fee of $200 ²⁵ per claim per year must be paid to the US BLM by September 1 of each year, and $20 ²⁶ is due to the Lemhi County Recorder's office as a notice of intent to hold fee. A royalty interest has been granted on the Challis property. The Maggie Creek property was sold to Nevada Gold Mines Inc., with a potential royalty position of 0.5% ²⁷ NSR subject to NGM exercising their option on the property, with a buy option to reduce the royalty to 0.25% ²⁸ for $800,000 ²⁹.

On March 31, 2026, the company released the results of its Feasibility Study for the CK Gold Project, prepared by the Company and Micon International Limited, with an effective date of March 30, 2026. The FS highlights include after-tax NPV 5% of $632 million ³⁰ and 27% ³¹ after-tax IRR using base case metal prices of $3,250/oz ³² gold, $4.50/lb ³³ copper, and $40/oz ³⁴ silver; after-tax NPV 5% of $1.30 billion ³⁵ and 45% ³⁶ after-tax IRR using recent spot metal prices of $4,500/oz ³⁷ gold, $5.50/lb ³⁸ copper and $70/oz ³⁹ silver. All required permits to begin construction are in-hand, with a $5.0 million ⁴⁰ reclamation bond in place to cover first year of planned construction. In November 2025, the Water Development and Purchase Agreement with the Board of Public Utilities was amended such that the water supply will be from an infiltration gallery situated in the Crystal Reservoir. The supply and yield analysis by the State Engineers office for this water source was approved in June 2026. At a May 2026 hearing, the Industrial Siting Commission approved an extension of the term of the ISP to June 2027, contemplating a pause in construction that had been initiated by the Company in January 2026, with restart pending demonstration of full project financing adequacy. The company had 4 ⁴¹ full-time employees as of April 30, 2026.

The company has earned no revenues and has incurred accumulated net losses of $110.6 million ⁴². As of April 30, 2026, the company had cash and cash equivalents of $30.7 million ⁴³ and working capital of $31.6 million ⁴⁴. There is substantial doubt about whether the company can continue as a going concern. The company does not currently have any revenue-producing activities and expenses all mineral exploration costs as incurred.

The company states in its forward-looking statements that it plans expenditures during the fiscal year ending April 30, 2027, and expects to fund its business through April 30, 2027 with its current cash reserves based on its currently planned activities.

The primary growth vector is the advancement of the CK Gold Project toward production. The Feasibility Study estimates total initial capital costs of approximately $394 million ⁴⁵ (excluding $28 million ⁴⁶ of pre-production owner's costs) to bring the project into production. The company will need to raise substantial additional capital through one or more financing transactions — which may include debt financing, equity financing, royalty or streaming arrangements, project-level financing, joint ventures, or a combination thereof — in order to fund construction. The company has identified significant measured and indicated resource material excluded from the initial mine plan to avoid impacting a dry drainage channel, with known resources at depth, and mine expansion at depth and along strike will be the focus of future plans and expansion to the permitted activity. Additional revenue from aggregate production has largely been excluded from the feasibility study, with anticipated increased aggregate sales into the Rocky Mountain region as the gold and copper mine progresses. Potential to reduce reclamation costs exists as the city and state consider the use of the ultimate pit as recreation and water reservoir.

The second growth vector is exploration at the Keystone Project and Challis Gold Project. At the Keystone Project, a hyperspectral survey was conducted in 2022 identifying evidence of potential mineralization, and in September 2023 the company announced completion of a hyperspectral study yielding the discovery of multiple high priority targets. At the Challis Gold Project, the U.S. Forest Service approved a plan of operations to conduct drilling on October 14, 2025, contemplating drilling up to 42 ⁴⁷ core holes from 14 ⁴⁸ drill sites for confirmation of previous drilling and mineralization expansion along trend from Johny's Point. At the CK Gold Project, an additional expanded magnetic survey has been completed and a gravity survey has been initiated in mid-July 2026 with results expected in August 2026, with the goal of using surface mapping and geophysical surveys to identify potential mineralization for future drilling programs.

The company expenses all mineral exploration costs as incurred. Development costs on the CK Gold Project will be capitalized when all criteria have been met: receipt of the requisite operating permits, completion of a favorable Feasibility Study, and approval from the Board of Directors authorizing development of the ore body. Until such time all these criteria have been met, pre-development costs are recorded to expense as incurred. The current book value of the CK Gold Project property is approximately $3.1 million ⁴⁹, which is recorded in mineral properties and reflects the value attributed to the purchase of the CK Gold Project. The company does not have any costs on its balance sheet related to plant or equipment as it has not incurred any such costs.

The company uses consultants with specific skills to assist with various aspects of project evaluation, due diligence, corporate governance and property management. As of April 30, 2026, the company had 4 ⁵⁰ full-time employees and no part-time employees. The company employs a rigorous QA/QC protocol on all aspects of sampling and analytical procedure. Drill core is checked, logged, marked for sampling and sawn in half, with one-half sent to ALS, an ISO 17025 accredited laboratory in Elko, Nevada to complete all sample preparation and assaying. Samples are analyzed by employing fire assaying with atomic absorption finish for gold, and four-acid ICP-MS analysis for silver and copper. For QA/QC protocol purposes, certified standards, blank samples and sample duplicates are inserted into the sample stream.

The company will require substantial external financing to develop the CK Gold Project. The Feasibility Study estimates total initial capital costs of approximately $394 million ⁵¹ (excluding $28 million ⁵² of pre-production owner's costs), which significantly exceeds current financial resources. The company will need to raise substantial additional capital through one or more financing transactions. The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline of June 2027, and failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit. The company has no history of producing metals from any of its exploration properties and has no current estimates of mineral resources or mineral reserves at the Keystone Property or Challis Gold Project.

The company faces structural headwinds including the highly volatile and cyclical price of gold, copper and silver. Whether a gold deposit can be mined at a profit depends upon many factors including the particular attributes of the deposit such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining; the availability and cost of financing; the price of gold; and government regulations including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The company's ability to secure project financing is subject to significant uncertainty and depends on factors largely outside its control, including the price of gold, copper, and silver at the time of seeking financing, the availability and cost of debt capital in the mining sector, the willingness of lenders and investors to provide financing, and general market conditions including inflation, geopolitical uncertainty, and fluctuations in currency and commodity markets.

Regulatory constraints include the requirement to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally, including regulations of the US BLM and the US Forest Service with respect to mining claims on federal lands. Future exploration drilling on properties consisting of US BLM or Forest Service land will require either a Notice of Intent or a Plan of Operations, depending upon the amount of new surface disturbance. A Notice of Intent is required for planned surface activities anticipating less than 5.0 acres ⁵³ of surface disturbance. The company's activities are subject to various levels of federal and state laws and regulations relating to protection of the environment, including the Clean Air Act, the Clean Water Act, CERCLA, the Endangered Species Act, the Federal Land Policy and Management Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and related state laws in Nevada and Wyoming.

There is substantial doubt about whether the company can continue as a going concern, as it has earned no revenues and incurred accumulated net losses of $110.6 million ⁵⁴, with cash and cash equivalents of only $30.7 million ⁵⁵ and working capital of $31.6 million ⁵⁶ as of April 30, 2026. The company will require substantial external financing to develop the CK Gold Project, with the Feasibility Study estimating total initial capital costs of approximately $394 million ⁵⁷ (excluding $28 million ⁵⁸ of pre-production owner's costs), and failure to secure project financing could result in indefinite delay or abandonment of the project. The Industrial Siting Permit for the CK Gold Project expires in June 2027, and failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit. The company has no history of producing metals from any of its properties and there is no assurance that any gold or other minerals can be mined at a profit, as the commercial viability depends on factors including the size, grade and other attributes of the mineral deposit, the proximity to infrastructure, government regulation, and the highly volatile and cyclical price of gold, copper and silver.

Management's message emphasizes that the CK Gold Project is one of the few fully permitted large-scale precious metals projects in the U.S. at the Feasibility Study level and is actively being advanced. The Feasibility Study released on March 31, 2026 demonstrates solid project returns with an after-tax NPV 5% of $632 million ⁵⁹ and 27% ⁶⁰ after-tax IRR using base case metal prices of $3,250/oz ⁶¹ gold, $4.50/lb ⁶² copper, and $40/oz ⁶³ silver, and an after-tax NPV 5% of $1.30 billion ⁶⁴ and 45% ⁶⁵ after-tax IRR using recent spot metal prices of $4,500/oz ⁶⁶ gold, $5.50/lb ⁶⁷ copper and $70/oz ⁶⁸ silver. Management states that all required permits to begin construction are in-hand with a $5.0 million ⁶⁹ reclamation bond in place. The strategic priorities emphasized are: securing project financing to fund the estimated $394 million ⁷⁰ initial capital cost (excluding $28 million ⁷¹ of pre-production owner's costs), resuming construction at the CK Gold Project before the ISP expiration in June 2027, and continuing exploration at the Keystone and Challis properties to expand the resource base.