U.S. Gold (USAU) - 2026 Q1 - Quarterly Report

Forward-Looking Statements This section highlights that the report contains forward-looking statements, identified by words like 'anticipate,' 'expect,' and 'believe,' which are subject to risks and uncertainties and may differ materially from actual results Nature of Forward-Looking Statements This section defines forward-looking statements, noting their identification by specific terminology and inherent susceptibility to risks that may cause actual results to differ materially - The report contains forward-looking statements regarding cash reserves, going concern ability, option vesting, and legal/accounting expenses[8] - Forward-looking statements are identified by words such as 'anticipate,' 'continue,' 'likely,' 'estimate,' 'expect,' 'may,' 'could,' 'will,' 'project,' 'should,' and 'believe'[9] - Actual results may differ materially from expectations due to various factors, many beyond the company's control, and the company is not obligated to publicly release revisions unless required by law[9][10] Risk Factors The company's actual results could differ materially from forward-looking statements due to various risks, including deviations from project projections, mining exploration hazards, economic conditions, regulatory changes, and the ability to secure future financing - Key risk factors include deviations from CK Gold Project projections (grade, mining challenges, commodity prices, costs, permitting delays)[11] - Mining exploration and development risks encompass regulatory approvals, operational hazards, equipment breakdowns, and contractual disputes[11] - Other risks include global economic strength, competition, interest/inflation rate fluctuations, governmental regulations, geopolitical events, Nasdaq listing compliance, stock price volatility, funding ability, and cybersecurity threats[11] PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the period Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with comprehensive notes detailing the company's financial position and performance for the period ended July 31, 2025 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity as of July 31, 2025, and April 30, 2025 | Metric | July 31, 2025 | April 30, 2025 | Change | % Change | | :-------------------------------- | :-------------- | :------------- | :----- | :------- | | Cash | $11,349,811 | $8,168,767 | $3,181,044 | 38.94% | | Total current assets | $12,308,343 | $8,895,398 | $3,412,945 | 38.37% | | Total assets | $28,333,997 | $24,866,267 | $3,467,730 | 13.94% | | Total current liabilities | $984,972 | $879,953 | $105,019 | 11.96% | | Warrant liability | $- | $11,631,100 | $(11,631,100) | -100.00% | | Total long-term liabilities | $821,579 | $12,400,007 | $(11,578,428) | -93.37% | | Total liabilities | $1,806,551 | $13,279,960 | $(11,473,409) | -86.40% | | Total stockholders' equity | $26,527,446 | $11,586,307 | $14,941,139 | 128.96% | - The significant decrease in warrant liability to $0 as of July 31, 2025, from $11,631,100 at April 30, 2025, was due to the exercise and reclassification of warrants into additional paid-in capital[14][70][73] Condensed Consolidated Statements of Operations This section details the company's revenues, expenses, and net loss for the three months ended July 31, 2025, and 2024 | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Net revenues | $- | $- | $- | 0.00% | | Total operating expenses | $3,638,077 | $2,592,693 | $1,045,384 | 40.32% | | Loss from operations | $(3,638,077) | $(2,592,693) | $(1,045,384) | 40.32% | | Total other income (loss) | $1,560,578 | $(1,732,612) | $3,293,190 | -190.07% | | Net loss | $(2,077,499) | $(4,325,305) | $2,247,806 | -51.97% | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | $0.25 | -62.50% | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | 3,134,111 | 29.20% | - The company reported no net revenues for both periods, consistent with its development-stage status[15][114] - Net loss significantly decreased by 51.97% to $(2,077,499) in Q1 2026, primarily due to a positive change in the fair value of warrant liability, which was $1,495,000 compared to $(1,749,150) in Q1 2025[15][117][118] Condensed Consolidated Statements of Changes in Stockholders' Equity This section outlines changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit | Metric | April 30, 2025 | July 31, 2025 | Change | | :-------------------------------------------------- | :------------- | :------------ | :----- | | Common Stock Shares | 12,692,784 | 14,026,030 | 1,333,246 | | Common Stock Amount | $12,693 | $14,026 | $1,333 | | Additional Paid-in Capital | $104,980,837 | $121,998,142 | $17,017,305 | | Accumulated Deficit | $(93,407,223) | $(95,484,722) | $(2,077,499) | | Total Stockholders' Equity | $11,586,307 | $26,527,446 | $14,941,139 | - Total stockholders' equity increased by $14,941,139, or 128.96%, primarily due to the reclassification of warrant liability into equity upon exercise ($10,136,100) and proceeds from common stock issuances for warrant and option exercises[17][70] - Common stock shares outstanding increased by 1,333,246 shares, driven by issuances for services, stock option exercises, and stock warrant exercises (including cashless exercises)[17][76][77][78][79][80][81] Condensed Consolidated Statements of Cash Flows This section details the company's cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | | Net cash used in operating activities | $(3,315,172) | $(2,193,611) | $(1,121,561) | | Net cash provided by financing activities | $6,496,216 | $- | $6,496,216 | | Net increase/(decrease) in cash | $3,181,044 | $(2,193,611) | $5,374,655 | | Cash - end of period | $11,349,811 | $3,380,667 | $7,969,144 | - Net cash used in operating activities increased by $1,121,561, or 51.13%, primarily due to an increase in non-cash items (change in fair value of warrant liability and stock-based compensation) and changes in operating assets and liabilities, despite a decrease in net loss[18][122] - Net cash provided by financing activities was $6,496,216 for the three months ended July 31, 2025, driven by proceeds from warrant exercises ($6,483,012) and stock option exercises ($13,204), compared to $0 in the prior year period[18][123] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements NOTE 1 — Organization and Description of Business This note describes the company's history, re-incorporation, name change, and its focus as a gold and precious metals exploration company - U.S. Gold Corp. (formerly Dataram Corporation) re-incorporated in Nevada in 2016 and changed its name in 2017 after merging with Gold King Corp., becoming a gold and precious metals exploration company[19] - The company owns mineral rights for the CK Gold Project (Wyoming), Keystone Project (Nevada), and Challis Gold Project (Idaho)[19] - The CK Gold Project has proven and probable mineral reserves and is classified as a development stage property, while other properties are exploratory[19][20] NOTE 2 — Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements, including estimates and revenue recognition - Financial statements are prepared in accordance with U.S. GAAP, requiring management estimates for items like mineral rights valuation, stock-based compensation, and warrant liability[21][22] - Warrant liability for March 2022 and April 2023 warrants was estimated using a Monte Carlo simulation model with Level 3 unobservable inputs[26][41] - The company expenses all mineral exploration costs as incurred; development costs are capitalized only after requisite operating permits, a favorable Feasibility Study, and Board approval[31][34] - The company operates in one operating and reportable segment, focused on mineral property exploration and evaluation, with no commercial operations or revenues to date[50][51] - Recent accounting pronouncements, ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses), are being assessed for their potential impact on future financial statements[53][54] NOTE 3 — Going Concern This note addresses the company's ability to continue operations, citing financial performance and the need for future funding - As of July 31, 2025, the company had $11.3 million in cash, $11.3 million in working capital, and an accumulated deficit of $95.5 million[56] - For the three months ended July 31, 2025, the company reported a net loss of $2.1 million and used $3.3 million in operating activities[56] - These factors, particularly the need for additional funds to advance projects beyond current permitting and engineering studies, raise substantial doubt about the company's ability to continue as a going concern for the next twelve months[56] NOTE 4 — Mineral Rights This note details the carrying values of the company's mineral properties, including the CK Gold, Keystone, and Challis Gold Projects | Project | July 31, 2025 | April 30, 2025 | | :---------------- | :-------------- | :------------- | | CK Gold Project | $3,091,738 | $3,091,738 | | Keystone Project | $1,028,885 | $1,028,885 | | Challis Gold Project | $10,249,632 | $10,249,632 | | Total | $14,370,255 | $14,370,255 | NOTE 5 — Property and Equipment This note presents the company's property and equipment, net of accumulated depreciation, for various asset categories | Category | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Site costs | $203,320 | $203,320 | | Land | $352,718 | $352,718 | | Computer equipment | $9,924 | $9,924 | | Vehicle | $39,493 | $39,493 | | Total | $605,455 | $605,455 | | Less: accumulated depreciation | $(182,016) | $(173,580) | | Total Property, net | $423,439 | $431,875 | - Depreciation expense for the three months ended July 31, 2025, was $8,436, an increase from $8,131 in the prior year period[60] NOTE 6 — Asset Retirement Obligation This note outlines the company's asset retirement obligation, including the beginning balance, accretion expense, and ending balance | Metric | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Balance, beginning of period | $338,421 | $307,657 | | Accretion expense | $8,479 | $30,764 | | Balance, end of period | $346,900 | $338,421 | - Accretion expense for the three months ended July 31, 2025, was $8,479, an increase from $7,718 in the prior year period[61] NOTE 7 – Operating Lease Right-of-Use Assets and Operating Lease Liabilities This note details the company's operating lease assets and liabilities, including lease term and borrowing rate - The company extended two facility leases in Cheyenne, Wyoming, through amendments in January 2025 and June 2025, resulting in adjustments to right-of-use assets and lease liabilities[62][63] | Metric | July 31, 2025 | April 30, 2025 | | :-------------------------------- | :-------------- | :------------- | | Operating lease right-of-use asset | $97,631 | $34,410 | | Operating lease liabilities, current portion | $53,438 | $34,410 | | Operating lease liabilities, long term portion | $44,193 | $- | | Total lease liability | $97,631 | $34,410 | - The weighted average remaining lease term is 1.79 years, and the weighted average incremental borrowing rate is 9.56% as of July 31, 2025[65] | Fiscal Year | Minimum Lease Payments | | :-------------------------- | :--------------------- | | Year ended April 30, 2026- remainder | $48,948 | | Year ended April 30, 2027 | $43,200 | | Year ended April 30, 2028 | $14,400 | | Total | $106,548 | | Less: imputed interest | $(8,917) | | Total present value of lease liability | $97,631 | NOTE 8 — Related Party Transactions This note discloses transactions with related parties, including consulting agreements and compensation arrangements - The company entered into a consulting agreement with Norman Consulting, an entity controlled by director Luke Norman, for investor and strategic introductions[67] - Compensation includes an annual consulting fee of $250,000, payments for 'transformative transactions,' and past services compensation of 19,779 restricted shares and a $65,000 cash payment[67] - During the three months ended July 31, 2025, the company paid $62,500 in cash consulting fees and recorded $58,581 in accounts payable and accrued expenses to Norman Consulting[67] NOTE 9 — Warrant Liability This note explains the classification and valuation of warrant liabilities, including their reclassification upon exercise - As of July 31, 2025, the company's warrant liabilities were $0, down from $11,631,100 at April 30, 2025[68][73] - Warrants issued in March 2022 and April 2023 were classified as liabilities due to a net cash settlement clause upon a 'fundamental transaction,' precluding equity treatment[68][71] - The fair value of these warrants was estimated using a Monte Carlo Simulation model with Level 3 unobservable inputs[69] - In May 2025, upon exercise of 870,000 warrants for cash and 625,000 warrants via cashless exercise, the fair value of the warrant liability ($10,136,100) was reclassified into additional paid-in capital[70][71][73] NOTE 10 — Stockholders' Equity This note details changes in stockholders' equity, including common and preferred shares, stock option, and warrant activity - As of July 31, 2025, authorized capital included 200,000,000 common shares and 50,000,000 preferred shares, with no preferred shares outstanding[74][75] - In May, June, and July 2025, the company issued 1,300,384 common shares from warrant exercises, generating approximately $6,483,012 in proceeds, and 260,071 shares from cashless warrant exercises[76][77] - Stock option exercises in May 2025 resulted in the issuance of 1,726 common shares for $13,204 and 1,016 shares from cashless exercises[78] - Total stock-based compensation expense for awards issued for services was $55,267 for the three months ended July 31, 2025, significantly up from $9,375 in the prior year[82] | Metric | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :-------------- | :------------- | | Stock Options Outstanding | 450,991 | 458,670 | | Options Exercisable | 386,428 | N/A | | Aggregate Intrinsic Value of Options Outstanding | $1,521,954 | $1,886,016 | | Stock Warrants Outstanding | 2,780,060 | 4,443,444 | | Warrants Exercisable | 2,780,060 | 4,443,444 | | Aggregate Intrinsic Value of Warrants Outstanding | $8,452,069 | N/A | NOTE 11 — Net Loss Per Common Share This note presents the basic and diluted net loss per common share and the weighted average shares outstanding | Metric | July 31, 2025 | July 31, 2024 | | :----------------------------------- | :-------------- | :------------- | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | - Basic and diluted net loss per share was $(0.15) for the three months ended July 31, 2025, an improvement from $(0.40) in the prior year[15] | Anti-Dilutive Securities | July 31, 2025 | July 31, 2024 | | :------------------------- | :-------------- | :------------- | | Restricted and deferred stock units | 586,461 | 433,475 | | Stock options | 450,991 | 192,750 | | Stock warrants | 2,780,060 | 4,288,949 | | Total | 3,817,512 | 4,915,174 | - All dilutive securities were excluded from the computation of diluted shares outstanding due to the company's net loss[90] NOTE 12 — Commitments and Contingencies This note outlines the company's contractual obligations, including mining lease payments, royalty agreements, and legal proceedings - The CK Gold Project involves two Wyoming mining leases (0-40828 and 0-40858), renewed for ten-year terms in February 2023 and February 2024, respectively, requiring annual payments of $3.00 per acre[92][93] - Production royalties of 2.1% of net receipts are required for the Wyoming Mining Leases, with potential for reduction by the Board of Land Commissioners[94] | Fiscal Year | Mining Lease Payments | | :-------------------------- | :-------------------- | | Fiscal 2026 | $3,360 | | Fiscal 2027 | $3,360 | | Fiscal 2028 | $3,360 | | Fiscal 2029 | $3,360 | | Fiscal 2030 | $3,360 | | Fiscal 2031 and thereafter | $8,160 | | Total | $24,960 | - The Challis Gold Project option agreement requires annual advance minimum royalty payments of $25,000, with $25,000 paid in June 2025 for fiscal year 2026[97][98] - An Exploration Access and Option to Lease Agreement for a Laramie County, Wyoming property requires annual payments of $10,000 for access rights and $35,780 for the lease option, totaling $42,340 annually[99] - The company has no material pending legal proceedings[103] NOTE 13 — Subsequent Events This note discloses significant events that occurred after the reporting period, including warrant exercises and equity offerings - In August 2025, the company issued 231,665 common shares from warrant exercises, generating approximately $1,407,450 in proceeds, and 50,083 shares from cashless warrant exercises[105] - During August and September 2025, the company issued 38,541 common shares through a Controlled Equity Offering Sales Agreement, raising approximately $523,275 in gross proceeds[106] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, liquidity, and capital resources for the three months ended July 31, 2025, highlighting key operational activities, expense changes, and the ongoing going concern assessment - The company is a gold and precious metals exploration company, with the CK Gold Project in a development stage and other properties in exploratory stages[111] - Key activities for the quarter included advancing engineering studies for a feasibility study, enhancing understanding of the Keystone Project, and preparing an exploration Plan of Operation for the Challis Gold Project[112] - The company engaged Mr. Ken Murray of Captrics Consulting and contracted Micon International Limited and Halyard Inc. to manage and conduct the next phase of engineering for the CK Gold Project[113] - U.S. Gold Corp. was added to the Russell 3000 and Russell 2000 Indexes effective June 30, 2025[113] Operating Expenses and Net Loss Comparison (Q1 2026 vs. Q1 2025) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Total operating expenses | $3,638,000 | $2,593,000 | $1,045,000 | 40.30% | | Loss from operations | $(3,368,000) | $(2,593,000) | $(775,000) | 29.89% | | Other income (loss) | $1,561,000 | $(1,733,000) | $3,294,000 | -190.00% | | Net loss | $(2,077,000) | $(4,325,000) | $2,248,000 | -51.98% | - The increase in operating expenses was driven by higher compensation ($88,222), professional and consulting fees ($796,000, including strategic, permitting, engineering, legal, and accounting fees), and general and administrative expenses ($598,000, mainly advertising), partially offset by a decrease in exploration expenses ($437,000)[115] Liquidity and Working Capital (July 31, 2025 vs. April 30, 2025) | Metric | July 31, 2025 | April 30, 2025 | Increase (decrease) | | :---------------- | :-------------- | :------------- | :------------------ | | Current Assets | $12,308,343 | $8,895,398 | $3,412,945 | | Current Liabilities | $984,972 | $879,953 | $105,019 | | Working Capital | $11,323,371 | $8,015,445 | $3,307,926 | - The company's cash position of $11.35 million and working capital of $11.32 million as of July 31, 2025, may be sufficient for corporate activities and current project studies for the next twelve months, but additional funds are required to advance projects further, raising substantial doubt about its going concern ability[121] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, U.S. Gold Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing disclosures about market risk as it qualifies as a smaller reporting company[127] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of July 31, 2025, and reported no material changes in internal control over financial reporting during the period - The company's disclosure controls and procedures were deemed effective at a reasonable assurance level as of July 31, 2025[128] - There were no material changes in internal control over financial reporting during the three months ended July 31, 2025[129] PART II – OTHER INFORMATION This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and other relevant information Item 1. Legal Proceedings The company is not aware of any material pending legal proceedings to which it is a party or of which its property is the subject - There are no material pending legal proceedings involving the company or its property[131] Item 1A. Risk Factors As a smaller reporting company, U.S. Gold Corp. is not required to include specific risk factor disclosures under this item in its Form 10-Q - The company is exempt from providing specific risk factor disclosures in this report due to its status as a smaller reporting company[132] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities There were no unregistered sales of equity securities during the fiscal quarter ended July 31, 2025, that had not been previously reported - No unregistered sales of equity securities occurred during the quarter that were not previously reported on a Form 8-K[133] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[134] Item 4. Mine Safety Disclosures The company's properties and operations were not subject to regulation by the Mine Safety and Health Administration (MSHA) during the three months ended July 31, 2025, thus no mine safety disclosures are required - The company's operations were not subject to MSHA regulation during the quarter, therefore no mine safety disclosures are required[135] Item 5. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the three months ended July 31, 2025[136] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including amendments to warrant agreements, equity offering sales agreements, and certifications - Exhibits include Form of Amendment No. 1 to Warrant Agreement, Controlled Equity Offering Sales Agreement, and Rule 13a-14(a) and Section 1350 Certifications[137]