U.S. Gold (USAU) - 2020 Q4 - Annual Report

Part I Business U.S. Gold Corp. is a gold and precious metals exploration company with properties in Nevada and Wyoming, all in the exploration stage and impacted by the COVID-19 pandemic - U.S. Gold Corp. is a gold and precious metals exploration company with primary projects in Nevada and Wyoming[16] - The company owns rights to four main exploration projects: Copper King (Wyoming), and Keystone, Gold Bar North, and Maggie Creek (Nevada)[17] - None of the company's properties contain any proven and probable reserves as defined by SEC Industry Guide 7; all activities are exploratory[17] - The COVID-19 pandemic has disrupted business operations, including travel for exploration programs, and could adversely affect the company's ability to access capital[19][20] Copper King Project, Wyoming The Copper King Project is a gold and copper exploration site in Wyoming, with an internal economic assessment showing a potential pre-tax NPV of $321.6 million and 52% IRR - The project is located in southeast Wyoming and consists of two State of Wyoming mineral leases covering approximately five square kilometers[28][30] State of Wyoming Production Royalties | FOB Mine Value per Ton | Percentage Royalty | | :--- | :--- | | $00.00 to $50.00 | 5% | | $50.01 to $100.00 | 7% | | $100.01 to $150.00 | 9% | | $150.01 and up | 10% | Updated Internal Economic Calculation (March 2020) | Metric | Value (at $1,600/oz Au, $2.80/lb Cu) | | :--- | :--- | | Pre-Tax Cash Flow | $510.54 million | | Net Present Value (NPV @ 5%) | $321.6 million | | Pre-Tax Internal Rate of Return (IRR) | 52% | - Exploration drilling in 2017 and 2018 indicated that mineralization extends at least 200 meters to the west of the historic deposit[41][42] Keystone Project, Nevada The Keystone Project in Nevada's Cortez Gold Trend, comprising 650 claims, showed significant oxide gold mineralization in 2019 drilling, indicating expansion potential - The Keystone Project consists of 650 unpatented lode mining claims in Eureka County, Nevada, on the Cortez gold trend[52] - A Master's Thesis provided valuable geological understanding, including age-dating of the hydrothermal gold system to approximately 35.5-35.7 Ma, comparable to the nearby Cortez Hills deposit[68][71] Key19-05rc Gold Intercepts (Nina Skarn Target) | From (m) | To (m) | Length (m) | Au Intercept (gpt) | | :--- | :--- | :--- | :--- | | 12.2 | 77.7 | 67.06 | 0.194 | | 150.9 | 225.6 | 76.2 | 0.224 | | including 187.5 | 198.1 | 12.2 | 0.706 | - The 2019 drilling confirmed the presence of both Carlin-style and skarn-style mineralization in prospective host rock environments[90] Gold Bar North Project, Nevada The Gold Bar North Project, acquired in 2017, consists of 49 claims in Nevada but is not considered material, with resources focused on other key projects - Acquired in August 2017, the Gold Bar North Project consists of 49 unpatented lode mining claims in Eureka County, Nevada[95] - This project is not considered a material property, and the company is focusing its resources on the Copper King, Keystone, and Maggie Creek properties[95] Maggie Creek Project, Nevada The Maggie Creek Project, acquired in 2019, offers an option to earn up to a 70% interest on the Carlin Trend, requiring $4.5 million in exploration expenditures for an initial 50% interest - Acquired in September 2019 through a share exchange agreement for Orevada Metals Inc., which holds an option on the property[97] - The company has an option to earn an initial 50% interest by spending $4.5 million on exploration and paying $250,000 to Renaissance Exploration, Inc[98] - The project is located on the Carlin gold belt, northeast of Newmont's Gold Quarry mine, with prospective geology for ore deposition at depth[102] Risk Factors The company faces significant financial, operational, regulatory, and market risks, including a history of losses, speculative exploration, and the impact of the COVID-19 pandemic - Financial Risks: The company requires significant additional capital, has a history of losses ($5.2 million in FY2020, $8.0 million in FY2019), and these conditions raise substantial doubt about its ability to continue as a going concern[112][117][118] - Operational Risks: Mineral exploration is inherently speculative; the company has no proven or probable reserves and relies heavily on contractors for exploration[119][124][158] - Regulatory & Market Risks: Operations are subject to extensive governmental and environmental regulations, are highly sensitive to volatile gold prices, and could be impacted by amendments to mining laws[135][139][143] - COVID-19 Risks: The pandemic poses unforeseeable risks, including prevention of travel, disruption of contractor services, and adverse effects on the company's ability to access capital markets[168][169][172] - Stock Ownership Risks: The stock price is highly volatile, with a limited trading market, and the company faces delisting risk due to past failure to meet NASDAQ's minimum bid price requirement[180][182][193] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[195] Properties The company's mining properties are detailed in Item 1, supplemented by an office lease in Elko, NV, and an easement agreement in Laramie County, WY - A detailed description of the company's mining properties is provided in Item 1. Business[196] - The company leases an office in Elko, NV for $1,420 per month and has a $10,000 annual easement agreement in Laramie County, WY[197] Legal Proceedings The company reports no legal proceedings - None[198] Mine Safety Disclosures The company was not subject to MSHA regulation during the fiscal year ended April 30, 2020, thus no mine safety disclosures are required - The company was not subject to MSHA regulation during the fiscal year, so no mine safety disclosures are required[199] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under "USAU" with 414 registered holders as of July 13, 2020, and no dividends are anticipated in the foreseeable future - Common Stock is traded on the NASDAQ Capital Market under the symbol "USAU"[202] - As of July 13, 2020, there were 414 registered holders of record[203] - The company does not anticipate paying dividends in the foreseeable future[204] Selected Financial Data This section is not applicable as the company is a smaller reporting company - Not applicable[206] Management's Discussion and Analysis of Financial Condition and Results of Operations For FY2020, the company reported a net loss of $5.2 million, improved from $8.0 million in FY2019, with $3.0 million working capital, but management expresses substantial doubt about its going concern ability Results of Operations (FY 2020 vs. FY 2019) | Metric | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Total Operating Expenses | $5.7 million | $7.6 million | | Net Loss | ($5.2 million) | ($8.0 million) | Working Capital (as of April 30) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Current Assets | $3,181,747 | $2,810,442 | | Current Liabilities | $157,840 | $160,209 | | Working Capital | $3,023,907 | $2,650,233 | Cash Flow Summary (FY 2020 vs. FY 2019) | Cash Flow Activity | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,897,743) | ($5,668,894) | | Net cash provided by investing activities | $159,063 | $0 | | Net cash provided by financing activities | $4,291,456 | $219,796 | - The company raised approximately $4.3 million in cash during FY2020 through the issuance of common stock, preferred stock, and warrants[231] - Management believes existing resources will fund planned operations for 9 to 12 months, and the audit opinion contains a 'going concern' qualification, raising substantial doubt about the company's ability to continue[235][236] Quantitative and Qualitative Disclosures About Market Risk This section is not applicable as the company is a smaller reporting company - Not applicable[255] Financial Statements and Supplementary Data This section presents consolidated financial statements for FY2020 and FY2019, including auditor reports with a 'going concern' qualification, balance sheets, statements of operations, and detailed notes on mineral rights and equity transactions Consolidated Balance Sheets As of April 30, 2020, total assets increased to $9.83 million from $7.40 million in 2019, driven by mineral rights and cash, resulting in $9.51 million in stockholders' equity Consolidated Balance Sheet Highlights (as of April 30) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Cash | $2,749,957 | $2,197,181 | | Mineral Rights | $6,163,559 | $4,176,952 | | Total Assets | $9,834,233 | $7,401,770 | | Total Current Liabilities | $157,840 | $160,209 | | Total Liabilities | $326,232 | $248,955 | | Total Stockholders' Equity | $9,508,001 | $7,152,815 | Consolidated Statements of Operations For FY2020, the company reported no revenue, with total operating expenses decreasing to $5.69 million, resulting in a net loss of $5.25 million or ($3.17) per share Consolidated Statement of Operations (for the year ended April 30) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net Revenues | $ - | $ - | | Total Operating Expenses | $5,687,495 | $7,611,205 | | Net Loss | ($5,249,350) | ($8,046,550) | | Net Loss per Share (basic & diluted) | ($3.17) | ($4.36) | | Weighted Average Shares Outstanding | 2,316,610 | 1,847,156 | Notes to Consolidated Financial Statements Notes detail accounting policies, 'going concern' uncertainty, mineral rights acquisitions including $2.02 million for Maggie Creek, $4.5 million exploration commitments, and $4.5 million in FY2020 equity financing - Going Concern (Note 3): The financial statements were prepared on a going concern basis, but the company's history of losses and need for additional capital raise substantial doubt about its ability to continue for the next twelve months[328] Mineral Rights Acquisition Costs (Note 4) | Project | Total Cost (as of 4/30/2020) | | :--- | :--- | | Copper King Project | $3,091,738 | | Keystone Project | $1,028,885 | | Gold Bar North Project | $56,329 | | Maggie Creek Project | $1,986,607 | | Total | $6,163,559 | - Equity Transactions (Note 8): In FY2020, the company raised capital through a $2.5 million Series F Preferred Stock offering (June 2019) and a $2.0 million common stock registered direct offering (April 2020)[358][370] - Commitments (Note 10): The company has an option on the Maggie Creek property requiring $4.5 million in exploration expenditures over seven years to earn an initial 50% interest[408] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no disagreements with its accountants on accounting principles, financial disclosure, or auditing scope during FY2020 and FY2019 - There were no disagreements with accountants on any accounting or auditing matters during the last two fiscal years[417] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were not effective as of April 30, 2020, due to identified material weaknesses - Management concluded that disclosure controls and procedures were not effective as of April 30, 2020[419] - Management concluded that internal control over financial reporting (ICFR) was not effective due to material weaknesses[421] - Identified material weaknesses include: (1) not performing an effective risk assessment, (2) lack of written documentation of internal control policies, and (3) failure to detect inappropriate application of U.S. GAAP[423][428] Other Information The company reports no other information - None[428] Part III Directors, Executive Officers and Corporate Governance The company's leadership includes CEO Edward M. Karr, COO David Rector, and CFO Ted Sharp, supported by a six-member Board with three independent committees, and one Section 16(a) filing was reported late - The executive team is led by Edward M. Karr (CEO), David Rector (COO), and Ted Sharp (CFO)[432] - The Board of Directors consists of six members, with five determined to be independent under NASDAQ rules; John N. Braca serves as Chairman[448][452] - The Board has three standing committees: Audit (chaired by Douglas Newby), Compensation (chaired by Andrew Kaplan), and Nominating and Corporate Governance (chaired by Andrew Kaplan)[459][461][462] - One former officer, David Mathewson, had four late Section 16(a) filings related to six transactions during the fiscal year[447] Executive Compensation For FY2020, CEO Edward M. Karr received $678,500, COO David Rector $431,270, and CFO Ted Sharp $81,270 in total compensation, primarily through salary and stock awards, with directors also receiving cash and equity FY 2020 Executive Compensation Summary | Name and Principal Position | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Edward M. Karr (CEO) | $250,000 | $428,500 | - | - | $678,500 | | David Rector (COO) | $180,000 | $251,270 | - | - | $431,270 | | Ted Sharp (CFO) | - | - | $30,865 | $50,405 | $81,270 | - CEO Edward Karr and COO David Rector have employment agreements with base salaries of $250,000 and $180,000 respectively, and discretionary bonuses up to 100% of base salary[483][484] - Non-employee directors are compensated with a cash fee of $6,000 per quarter, supplemented by stock and option awards[488] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of July 13, 2020, directors and executive officers beneficially owned 11.9% of common stock, with CEO Edward M. Karr holding 6.3%, and 230,710 securities available under the 2020 Stock Incentive Plan Security Ownership of Management (as of July 13, 2020) | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (Number) | Percent | | :--- | :--- | :--- | | Edward M. Karr (CEO) | 185,566 | 6.3% | | David Rector (COO) | 97,918 | 3.3% | | Directors and Executive Officers as a group (8 persons) | 355,961 | 11.9% | - The company has no shareholders known to own more than 5% of its voting securities, other than CEO Edward M. Karr[490] Equity Compensation Plan Information (as of April 30, 2020) | Plan Category | Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 100,000 | $14.31 | 230,710 | Certain Relationships and Related Transactions and Director Independence The company has related party transactions including employment agreements with CEO Edward Karr ($250,000 salary) and COO David Rector ($180,000 salary), and consulting agreements with CFO Ted Sharp's firm ($50,405) and Director Ryan Zinke ($90,000) - The company has employment agreements with CEO Edward Karr (annual salary $250,000) and COO David Rector (annual salary $180,000)[499] - A consulting firm owned by CFO Ted Sharp was compensated $50,405 in cash and stock for his services in FY2020[500] - Director Ryan Zinke has a consulting agreement for investor and governmental relations services, for which he was paid $90,000 in cash and stock during FY2020[504] Principal Accounting Fees and Services For FY2020, the company incurred $97,490 in total accounting fees, a decrease from $115,707 in FY2019, primarily for audit services, all pre-approved by the Audit Committee Accountant Fees | Fee Type | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | $97,490 | $103,694 | | Audit Related Fees | - | $12,013 | | Tax Fees | - | - | | Other Fees | - | - | | Total fees | $97,490 | $115,707 | - All services provided by the independent public accountant were pre-approved by the Audit Committee[508] Part IV Exhibits, Financial Statement Schedules This section lists all Form 10-K exhibits, including corporate documents, material contracts, equity plans, and required certifications from the CEO and CFO - Lists key corporate documents including Articles of Incorporation, Bylaws, and various stock and warrant agreements[512][513] - Includes material contracts such as employment agreements for the CEO and COO, consulting agreements, and the 2020 Stock Incentive Plan[513] - Contains required filings such as the Code of Ethics, list of subsidiaries, auditor consents, and CEO/CFO certifications[514]