U.S. Gold (USAU) - 2025 Q4 - Annual Report

PART I Items 1 and 2. Business and Properties U.S. Gold Corp. is a gold, copper, and precious metals development and exploration company, advancing its CK Gold Project in Wyoming, with no current revenue-producing activities. 1.1 Company Overview and Business Model U.S. Gold Corp. is a Nevada-incorporated gold, copper, and precious metals development and exploration company, with its CK Gold Project in development and no current revenue. - Company re-incorporated under Nevada laws in 2016, formerly Dataram Corporation[20] - Focuses on gold, copper, and precious metals development and exploration primarily in Wyoming, Nevada, and Idaho[20] - CK Gold Project in Wyoming is a development stage property with proven and probable mineral reserves[21] - Other properties (Keystone, Challis Gold) are exploratory in nature, without proven and probable mineral reserves[21] - Currently has no revenue-producing activities[21] 1.2 Corporate Information U.S. Gold Corp. maintains its principal executive offices in Elko, Nevada, operating with 4 full-time employees and utilizing consultants for specialized tasks. - Corporate address: 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801[24] - As of April 30, 2025, the company had 4 full-time employees and no part-time employees[25] - Utilizes consultants for specific skills in project evaluation, due diligence, corporate governance, and property management[25] 1.3 Mineral Properties and Projects Summary The company's portfolio includes the development-stage CK Gold Project in Wyoming, exploration properties in Nevada and Idaho, and a potential royalty interest in the Maggie Creek project. Summary of Current Mineral Properties | Property | Stage of Property/Mine and mineralization types | Ownership, Mineral Rights, Leases or Options | Key permit conditions | Processing plants and other available facilities | Other | | :--- | :--- | :--- | :--- | :--- | :--- | | CK Gold Project - Wyoming | Development stage, proposed open-pit mine producing a copper concentrate containing gold, copper and silver from porphyry-style mineralization. | 100% ownership - Two state of Wyoming Mineral Leases covering approximately 1,120 acres in Laramie County, Wyoming. State of Wyoming has certain royalty interests on mineral production. | All key permitting conditions were met in November 2024. | No significant facilities. | | | Keystone - Nevada | Gold exploration | 100% ownership - 601 unpatented lode mining claims comprising approximately 20 square miles in Eureka County, Nevada. | Exploration permits received. Reclamation bonding in place. Additional exploration permits may be necessary for additional exploration. | No significant facilities. | | | Challis - Idaho | Gold exploration | 100% ownership - 77 unpatented lode mining claims in Lemhi County, Idaho covering approximately 1,710 acres. A royalty interest has been granted on the Challis property. | Preparing a revised plan of operations for further exploration. | No significant facilities. | | | Maggie Creek - Nevada | Gold exploration | Having sold the project to Nevada Gold Mines Inc., we retain a potential Royalty position. | 0.5% NSR subject to NGM exercising their option on the property, with a buy option to reduce the royalty to 0.25% for $800,000. | No significant facilities. | | - Employs a rigorous Quality Assurance/Quality Control (QA/QC) protocol for sampling and analytical procedures, including certified standards, blank samples, and duplicates[31] 1.4 CK Gold Project, Wyoming The CK Gold Project, near Cheyenne, Wyoming, has secured all major permits by November 2024, with an updated Prefeasibility Study in February 2025 reporting a pre-tax NPV of $459 million and an IRR of 36.0%, and proven and probable mineral reserves of 1.672 million AuEq ounces. - Located in southeastern Wyoming, approximately 20 miles west of Cheyenne[33] - Rights arise under two State of Wyoming mineral leases (0-40828 and 0-40858), renewed until February 1, 2033, and February 1, 2034, respectively[39][40] - Production royalty rate fixed at a flat 2.1% of net receipts once the project is in operation[41] - All key permitting conditions were met in November 2024, including MOP approval (May 2024), reclamation bond acceptance, water discharge permit, and air quality permit[29][45][46] - Industrial Siting Permit (ISP) was approved in June 2023[47] - Geology and Mineralization: Porphyry gold-copper deposit with oxide, mixed oxide-sulfide, and sulfide rock types[52][53] CK Gold Project – Summary of Gold, Copper and Silver Mineral Resources at April 30, 2025 (Exclusive of Reserves) | | Mass (000's Tons) | Gold (000's Oz) | Copper (millions lbs) | Silver (000's Oz) | AuEq (000's Oz) | | :--- | :--- | :--- | :--- | :--- | :--- | | Measured (M) | 1,900 | 13 | 5 | 112 | 66 | | Indicated (I) | 12,400 | 118 | 36 | 484 | 238 | | M + I | 14,400 | 131 | 41 | 596 | 304 | | Inferred | 34,900 | 334 | 112 | 1,073 | 653 | CK Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2025 | | Mass (000's Tons) | Gold (000's Oz) | Copper (millions lbs) | Silver (000's Oz) | AuEq (000's Oz) | | :--- | :--- | :--- | :--- | :--- | :--- | | Proven (P1) | 34,500 | 595 | 133 | 1,591 | 909 | | Probable (P2) | 38,800 | 426 | 127 | 1,417 | 763 | | P1 + P2 | 73,200 | 1,022 | 260 | 3,008 | 1,672 | - Updated Prefeasibility Study (PFS) released on February 11, 2025, outlining the basis to proceed to a feasibility study (FS)[65] - PFS highlights include a base case Net Present Value (NPV) of $459 million (pre-tax) and an Internal Rate of Return (IRR) of 36.0%, based on specific metal price assumptions[66] - Mineral Reserves increased by 16% over the prior PFS, totaling 1.672 million AuEq ounces, supporting an eight-year mine life and 10 years of processing[66] - Advancing toward FS completion by the end of 2025, with key groundwork already completed[66] - Geological potential exists to expand resources at depth and to the southeast of the main orebody[72] 1.5 Keystone Project, Nevada The Keystone Project in Eureka County, Nevada, consists of 601 unpatented lode mining claims on the Cortez gold trend, subject to various net smelter royalty obligations, with recent hyperspectral surveys identifying high-priority targets for exploration. - Consists of 601 unpatented lode mining claims in Eureka County, Nevada, on the prolific Cortez gold trend[73][83] - Claims are on federal land administered by the U.S. Bureau of Land Management (BLM) and are subject to annual maintenance fees and pre-existing net smelter royalty (NSR) obligations ranging from 0.5% to 3.5%[78][79] - No comprehensive, modern-era, model-driven exploration has been conducted on the project, despite historical drilling by various companies encountering low-grade gold intercepts[81] - Hyperspectral surveys in 2022 and 2023 identified multiple high-priority targets requiring further investigation[84] - The project does not currently include any significant facilities but is served by paved and unpaved roads and is near Nevada Gold Mines' Cortez Complex infrastructure[85] 1.6 Challis Gold Project, Idaho The Challis Gold Project in Idaho, comprising 77 unpatented lode mining claims within the Trans-Challis Fault System, exhibits low sulfidation epithermal gold mineralization and has undergone extensive historical and recent exploration. - Located in the Salmon River Mountains, Idaho, approximately 40 km southwest of Salmon[86](index