Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ ~~229.405~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth ~~company~~company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~[ ]~~☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

As of October 31, ~~2020,~~2022, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding on such date, excluding shares held by affiliates of the registrant as a group, was ~~$27,619,984.~~$26,738,639. This figure is based on the closing sale price of ~~$8.11~~$3.69 per share of the Registrant’s common stock on October ~~30, 2020~~31, 2022.

Number of shares of Common Stock outstanding as of July 28, ~~2021: 7,090,621~~2023: 9,294,130

The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy Statement for its ~~2021~~2023 annual meeting of stockholders which the registrant intends to file pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

Some information contained in or incorporated by reference into this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. These statements include, but are not limited to, comments regarding:

We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward-looking statements. Statements that contain these words discuss our future expectations and plans, or state other forward-looking information. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in ~~the Risk Factors in Item 1A of~~ this ~~Annual Report.~~annual report on Form 10-K, including:

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this Annual Report on Form 10-K.

Descriptions of agreements or other documents contained in this Annual Report on Form 10-K are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

We are required to comply with the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended (the “Securities Act”), with respect to disclosures related to our mineral properties. The terms “mineralized material”, “mineralization” or similar terms as used in this Annual Report on Form 10-K do not indicate “reserves” by SEC Industry Guide 7 standards. We cannot be certain that any part of mineralized material or mineralization will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was ~~incorporated~~re-incorporated under the laws of the State of Nevada in 2016 and was originally incorporated in the State of New Jersey in 1967. 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, copper and precious metals exploration company pursuing exploration opportunities primarily in Wyoming, Nevada and Idaho.

We are an exploration and development company that owns certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone ~~and Maggie Creek Projects~~Project in Nevada and the Challis Gold Project in Idaho. ~~None of our properties contain any~~The Company’s CK Gold Project’s property contains proven and probable mineral reserves ~~under SEC Industry Guide 7,~~and accordingly is classified as a development stage property, as defined in subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission (“S-K 1300”). None of the Company’s other properties contain proven and probable mineral reserves and all ~~of our~~ activities ~~on all of our properties~~ are exploratory in nature. We do not currently have any revenue-producing activities.

Effective as of 5:00 pm Eastern Time on March 19, 2020, the Company filed an amendment to the Articles of Incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock, par value $0.001 per share, at a ratio of one share for ten shares. All share and per share information in this Annual Report on Form 10-K has been retroactively adjusted to reflect the reverse stock split.

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, this could result in a continuation or worsening of the levels of market disruption and volatility seen in the recent past and could have an adverse effect on the Company’s ability to access capital, on the Company’s business, results of operations and financial condition, and on the market price of its common stock.

The Company, or its people, investors, contractors or stakeholders, has been prevented from free cross-border travel or normal attendance to activities in conducting its business at trade shows, presentations, meetings or other activities meant to promote or execute its business strategy and transactions. The Company has been prevented from receiving goods or services from contractors. Decisions beyond the Company’s control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect its ability to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished without such limitations. Furthermore, the Company’s exploration activities rely heavily on outside contractors and importation of specialized equipment. The COVID-19 pandemic has caused disruptions in travel, access to parts and machinery and accessing our exploration properties with contractors. Although travel restrictions have been lifted at certain locations, there can be no assurance that travel and property access will resume fully in the near future.

Moreover, the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world economy, and the Company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic harms the global economy generally.

The Company does not yet know the full extent of potential delays or impact on its business, its relationship with its business partners, or the global economy as a whole. However, any one or a combination of these events could have an adverse effect on the Company’s other business operations.

The name, place of incorporation, continuance or organization and percent of equity securities that we own or control as of July ~~29, 2021~~31, 2023 for each of our subsidiaries is set out below.

We make available, free of charge, on or through our website, at https://www.usgoldcorp.gold,, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, and other information. Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

As of April 30, ~~2021,~~2023, we had 34 full-time employees and no part-time employees. In addition, we use consultants with specific skills to assist with various aspects of our project evaluation, due diligence, corporate governance and property management.

For a map showing the more precise location of each property, see the individual property descriptions set forth below.

We employ 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. One-half of each drill core is maintained for future reference and the other half of each drill core is 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. We also periodically submit sample pulps to another independent laboratory for check analysis. With respect to the CK Gold Project, and as part of the examination and preparation of a Technical Report under Reg. S-K 1300 guidelines, QA/QC protocols have been independently checked.

The CK Gold Project ~~(the “CK Gold Project”)~~ consists of certain mining leases and other mineral rights ~~comprising the CK Gold, gold and copper exploration project~~ located in the historic Silver Crown Mining District of southeast Wyoming.

The CK Gold Project is located in southeastern Wyoming, approximately 20 miles west of the city of Cheyenne, on the southeastern margin of the Laramie ~~Range.~~Range (Figure 1). The property covers about two square miles that include the S½ Section 25, NE¼ Section 35, and all of Section 36, T.14N., R.70W., Sixth Principal Meridian. Access to within an approximate 0.9 miles of the property is provided by paved and maintained gravel roads. The surface of S½ Section 25, NE¼ Section 35 is privately owned. An easement agreement providing access for exploration and other minimal impact activities has been negotiated with ~~Ferguson Ranch Inc. on the S½ Section 25, T14N, R70W, and the W½ Section 30, T14N, R69W.~~an adjacent landowner. The fee for this easement is $10,000 per year, renewable each year prior to July 11.

The ~~CK Gold property covers approximately 1,120 acres (about two square miles) that include the S½ of Section 25, NE¼ Section 35, and all~~surface of Section 36 ~~T.14N., R.70W.~~ is owned by the State of Wyoming and is currently leased to an adjacent landowner for grazing.

The project is entirely located on ~~land~~mineral rights owned and administered by the State of Wyoming. There are no federal lands within or adjoining the CK Gold Project’s land position. Curt Gowdy State Park lies northwest of the property, partially within Section 26. The state park’s southeastern boundary is approximately 1,000 feet northwest of the property and approximately 3,000 feet northwest of the mineralized area. The CK Gold Project’s property position consists of two State of Wyoming Metallic and ~~Non-metallic~~Non- metallic Rocks and Minerals Mining Leases.

Our rights to the CK Gold Project arise under two State of Wyoming mineral leases:

Ownership of the mineral rights remains in the possession of the State of Wyoming as conveyed to the State by the United States, evidenced by 1942 patents for Section 36, and 1989 Order confirming title to Section 25 and 35. The State of Wyoming issued Mineral Leases for the mineral rights to Wyoming Gold Mining Company, Inc. (“Wyoming Gold”) in 2013 and 2014.

Lease 0-40828 was renewed by Wyoming Gold in February 2013 for a second ten-year term and Lease 0-40858 was renewed by Wyoming Gold for its second ten-year term in February 2014. Each lease requires an annual payment of $2.00 per acre. These leases were assigned to us on June 23, 2014.

~~The following~~Lease 0-40828 is a ten-year lease that was renewed within the past year and expires on February 1, 2033. Annual rental payments under this lease are $3.00 per acre. Lease 0-40858 is a ten-year lease that expires on February 1, 2024. This lease requires an annual rental payment of $2.00 per acre. Upon the renewal of this lease for another ten-year term the annual rental payment will increase to $3.00 per acre. Each lease is renewable for successive ten-year terms by submitting a renewal application fee and paying a nominal fee of $50. We anticipate continuing to renew each lease beyond their current expiration dates.

Effective April 6, 2023, the Board of Directors of the Office of State Lands and Investments (“OSLI”) approved the recommendation from the staff of the OSLI fixing the production ~~royalties must be paid to~~royalty rate at a flat 2.1% of net receipts received by us once the ~~State of Wyoming, although~~project is in operation. Additionally, once the project is in operation, the Board of ~~Land Commissioners~~Directors of the OSLI has the authority to reduce the royalty payable to the ~~State:~~State.

Given the project’s proximity to Cheyenne, the state capital of Wyoming and the Front Range metropolitan area, personnel needs, delivery of consumables, and infrastructure needs are available both locally and regionally. The area has access to both BNSF and Union Pacific railroad lines, intersection of 2 major interstate highways, I-80 and I-25, and a regional airport.

High voltage powerlines are approximately 1.5 miles (2.4km) from the current project area. A connection to the local power provider and easement for transmission lines has been identified and scoped. While there is a nearby line serving the local population, we anticipate that a new line to the project site will be constructed.

In February 2023, we entered into a Water Development and Purchase Agreement (“Water Agreement”) with the Board of Public Utilities (the “BOPU”) of the City of Cheyenne. Under this Water Agreement, BOPU will provide a firm supply of up to 600 gallons per minute for the life of the project. It is anticipated that the water to be supplied under this Water Agreement will come from the Lone Tree wellfield owned by BOPU. A pipeline from the Lone Tree well field to the project will be required to be constructed. Minor water sources have been identified around the project site from monitoring well locations, and additional deeper well sites will be investigated in upcoming fields seasons with a view to securing an independent water supply.

In September 2022, we filed our MOP with the Wyoming Department of Environmental Quality – Land Division (the “WDEQ”). In November 2022, we received notification from WDEQ that our MOP was deemed complete and that it was under technical review. In April 2023, we received a first round of technical comments and are currently working with the WDEQ to fully respond to their initial review. We anticipate that we will continue to work with WDEQ through technical review for the remainder of calendar 2023 and into 2024.

In February 2023, we submitted our ISP with the Industrial Siting Division of the WDEQ. An ISP is required for all projects within the state of Wyoming when the projected capital costs are anticipated to exceed $253.9 million. This threshold includes costs we may incur as well as costs incurred from other parties. The ISP’s intent is to ascertain the regional impacts during construction and mine operation and release state funds to local governments to offset anticipated impacts. Subsequent to the permit submission, a hearing was held with the Industrial Siting Commission in May 2023 whereby our ISP was approved. In June 2023, we received official notification from the state of Wyoming that our ISP was granted.

Limited exploration and mining were conducted on the CK Gold Project’s property in the late 1880s and early 1900s. Approximately 300 tons of material was reported to have been produced from a now inaccessible 160-foot-deep shaft with two levels of cross-cuts. A few small adits and prospect pits with no significant production are scattered throughout the property.

Since 1938, at least nine historic (pre-Strathmore Minerals Corp.) drilling campaigns by at least seven companies plus the U.S. Bureau of Mines have been conducted at CK ~~Gold.~~Gold Project’s property, previously referred to as Copper King. The current project database contains 91 drill holes totaling 37,500 feet that were drilled before Wyoming Gold acquired the property. All but six of the drill holes are within the current resource area. Other work conducted at the CK Gold Project’s property by previous companies has included ground and aeromagnetic surveys as well as induced polarization surveys along with geochemical sampling, geologic mapping, and a number of metallurgical studies.

Wyoming Gold conducted an exploration drill program in 2007 and 2008. Thirty-five diamond core drill holes were completed for a total of 25,500 feet. ~~The exploration permit, 360DN, has been terminated and the bond released.~~ The focus of that work was to confirm and potentially expand the mineralized body outlined in the previous drill campaigns, increase the geologic and geochemical database leading to the creation of the current geologic model and mineralization estimate, and to provide material for further metallurgical testing. The CK Gold Project’s historic assay database for some 120 holes contains 8,357 gold assays and 8,225 copper assays. At least 10 different organizations or individuals conducted metallurgical studies on the gold-copper mineralization at the request of prior operators between 1973 and 2009. ~~It was concluded that the process with the highest potential to yield good extractions of gold~~

Geology and ~~copper would likely be flotation, followed by cyanidation of the flotation tailings.~~Mineralization

The CK Gold Project is underlain by Proterozoic rocks that make up the southern end of the Precambrian core of the Laramie Range. Metavolcanic and metasedimentary rocks of amphibolite-grade metamorphism are intruded by the 1.4-billion-year-old Sherman Granite and related felsic rocks. Within the project area, foliated granodiorite is intruded by aplitic quartz monzonite dikes, thin mafic dikes and younger pegmatite dikes. Shear zones with cataclastic foliation striking N60°E to N60°W are found in the southern part of the Silver Crown district, including at CK Gold. The granodiorite typically shows potassium enrichment, particularly near contacts with quartz monzonite. Copper and gold mineralization occur primarily in unfoliated to mylonitic granodiorite. The mineralization is associated with a N60°W-trending shear zone and disseminated and stockwork gold-copper deposits in the intrusive rocks. ~~Some authors have categorized it as~~The mineralization style is consistent with a ~~Proterozoic~~ porphyry gold-copper ~~deposit.~~deposit of Paleoproterozoic age. Hydrothermal alteration is overprinted on retrograde greenschist alteration and includes a central zone of silicification, followed outward by a narrow potassic zone, surrounded by propylitic alteration. Higher-grade mineralization occurs within a central core of thin quartz veining and stockwork mineralization that is surrounded by a ~~zone~~ring of lower-grade disseminated mineralization. Disseminated sulfides and native copper with stockwork malachite and chrysocolla are present at the surface, and chalcopyrite, pyrite, minor bornite, primary chalcocite, pyrrhotite, and native copper are present at depth. Gold occurs as free ~~gold.~~gold and within chalcopyrite crystals.

The CK Gold ~~exploration~~Project’s property contains oxide, mixed oxide-sulfide, and sulfide rock types. At the stated cutoff grade of 0.015oz AuEq/ton, approximately 80% of the resource is sulfide material with the remaining 20% split evenly between the oxide and mixed rock types. There is consistent distribution of gold and copper, albeit generally low-grade, throughout this potential open-pit type deposit.

~~U.S Gold Corp. CK Gold Exploration Activities~~Mineral Reserves and Mineral Resources

~~In 2017, we performed two geophysical surveys at CK Gold. A district-wide ground magnetic survey was completed in June 2017~~Mineral reserve and ~~an induced polarization study was completed in October 2017. In addition, a complete compilation~~mineral resource estimates were calculated by Gustavson Associates LLC (now WSP USA, Inc.) through the effective date of the historic drilling database was done. The compilation was critical to verifying the northwest extension target. After the detailed geophysical studies were completed and interpreted, we developed exploration drill targets. The exploration drill program was completedNovember 15, 2021 as shown in the ~~fall~~Technical Report Summary attached to this annual report on Form 10-K. The mineral reserve and mineral resource tabulations shown below are based on assumed metals prices of ~~2017.~~

~~A Preliminary Economic Assessment (“PEA”) for the historic CK Gold deposit was updated by Mine Development Associates (MDA)~~$1,625/oz gold, $3.25/lb copper and ~~reported January 11, 2018. This PEA was prepared in accordance with Canadian National Instrument 43-101 –~~ ~~Standards~~$18.00/oz silver. These metals price assumptions are comprised of ~~Disclosure for Mineral Projects~~ ~~(“NI 43-101”~~long-term metals forecasting (33%) and the ~~Canadian Institute~~two-year trailing average (67%). Based on the actual prices of ~~Mining, Metallurgy~~these metals at the end of our fiscal year ($1,911/oz gold, $4.45/lb copper and ~~Petroleum (the “CIM”)~~$23.45/oz silver, based on the respective London Metal Exchange, we believe that the price assumptions used in preparing our mineral reserve and mineral resource estimates at November 15, 2021 remain reasonable and, therefore, we believe the estimates prepared by Gustavson Associates LLC remain a reasonable estimate of our mineral resources and mineral reserves at April 30, 2023.

CK Gold Project – ~~CIM Definition Standards on~~Summary of Gold, Copper and Silver Mineral Resources at April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

We submitted both of our ~~properties contain any proven~~major permit applications during the year-ended April 30, 2023, the MOP and ~~probable reserves under SEC Industry Guide 7,~~ISP. We are in technical review with regards to the MOP with an expected completion date in 2024. We were granted our ISP in June 2023 providing local governments the ability to receive state funds to mitigate impacts from the anticipated construction and ~~all~~operation of our ~~activities on all of our properties are exploratory in nature.~~

~~On January 30, 2018, we announced~~We secured the ~~results~~necessary water needed to operate the project with the execution of ~~our 2017 exploration drill program at CK Gold. Hole CK17-01rc was a western step out hole~~the Water Agreement with the Cheyenne Board of Public Utilities (BOPU), post approval from the ~~historic deposit. The hole encountered mineralization~~Cheyenne City Council to allow BOPU to enter into an “Outside Water Users Agreement”, which provides us a firm supply of ~~gold, copper, silver~~water of 600 gallons per minute over the life of the project.

Primarily in support of the feasibility study presently underway, during the 2021 field season, 47 core, rotary and ~~zinc. Permitting and bonding for drilling~~conventional holes were drilled at CK Gold through a “Notification of Intent to Explore for Noncoal Minerals” was approved by the State of Wyoming Department of Environmental Quality based in Cheyenne, Wyoming. Assay results and interval thicknesses obtained in CK17-01rc were similar in value and character to assay intervals encountered in the CK Gold ~~deposit “main zone.” Assay results~~Project. The primary purpose of the drilling program is to supplement the geotechnical and ~~characteristics~~hydrological information.

Additional work centered around the capture and interpretation of ~~mineralization~~environmental base line data encompassing sub-surface and surface water, fauna, flora, cultural, air quality, meteorological conditions, wetlands and socio-economic factors in ~~this hole indicated~~ the ~~presence~~project area. Starting in September 2020, over 2 1/2 years of monitoring data have been gathered and ongoing monitoring in critical areas continues.

Additionally, a ~~heretofore previously undiscovered zone~~great deal of social outreach has been conducted to familiarize the immediate population and the Wyoming, Cheyenne and Laramie governmental and regulatory agencies.

Potential to expand the existing resource exists primarily at depth beyond current drilling depths and to the south of the proposed pit. Numerous drill holes end in significant ~~mineralization~~mineralization. We are developing a program to evaluate a magnetic anomaly, similar to that found centered on the CK Gold ~~project.~~

~~In October 2018, we announced the results of our 2018 eight-hole reverse circulation exploration drill program at CK Gold. The eight holes indicated that the CK Gold~~Project mineralization, ~~extended to the west, at least 200 meters, and maintains the historically measured and reported widths and depth to the deposit.~~

On February 21, 2019, we announced that Datamine of Denver, CO, completed a comprehensive drill hole analysis of our CK Gold gold-copper-silver-zinc deposit. Datamine included all of the historic drilling database and the step-out drill programs conducted by us in 2017 and 2018.

~~The Datamine updated exploration model indicates that the deposit potentially remains open to the southwest and also~~½ mile to the southeast and appears to have a curved configuration as opposed to a more confined, previous west-northwestward tabular configuration. The Datamine exploration model also illustrates various isoshells for gold, copper, silver and zinc.

We plan to use this new digital exploration model to assist with a future potential exploration drilling program that we believe could provide an opportunity to discover additional prospective ore extensions. We also plan to further explore for and characterize the high-grade target zones of mineralization within the deposit. We have reviewed the conclusions from the Datamine exploration model and have developed additional exploration programs based upon the results. We are also re-examining all existing regional exploration data for the purpose of identifying additional new target opportunities in the vicinity of CK Gold.

For fiscal 2020, the majority of our efforts focused on advancing the CK Gold project further towards an eventual production decision. This work of advancement continued in our fiscal 2021. Multiple outside contractors have been engaged for additional metallurgical, environmental, baseline and hydrological studies.

The CK Gold PEA outlines the drilling procedures; sample preparation, analysis and security; and data verification for historic drilling at CK Gold. MDA concludes that “data verification procedures support the geological interpretations and confirm the database quality. Therefore, the CK Gold database is adequate for estimating a potential mineral resource.” We continue to apply industry standard practices for drilling and sampling at CK Gold.

Specifically, drilling carried out in 2017 and 2018 by AK Drilling of Butte, Montana using a reverse circulation (“RC”) drill rig, followed industry standards. RC cuttings were run through a rotary splitter on the drill as drilling advanced, which is industry standard, and a representative sample collected from the discharge point of the splitter. Chip samples were bagged and labeled by the drillers and then shipped to Bureau Veritas Mineral Laboratories (“BV Labs”) in Sparks, NV for analysis. BV Labs crushed, split and pulverized 250g of rock to 200 mesh and fire assayed the samples. Assay certificates were received, analyzed, summarized and reported by our geologic team. As standard practice, certified blanks and standards were inserted into the sample stream at the lab on regular intervals, by us and BV Labs. As assay results were received the analyzed assay values for given blanks or standards were visually compared to the expected assay values, and if they fell within the expected range of deviation as provided by the blank-standard provider, they were considered “passed” and the assay results can be relied upon. If the analyzed results did not fall within the expected range of deviation, the blank or standard was considered “failed” and BV Labs was asked to re-run the blank or standard for gold fire-assay, along with the preceding two drill hole samples and the two proceeding the failed blank or standard. When re-run assay results were received, they were compared with the original results and deemed acceptable or not. All results to date have met our acceptability using the above-mentioned protocols.project.

~~On May 26, 2020, we announced our intention to advance the CK Gold Project towards the Pre-Feasibility Study level. Highlights of the anticipated activities included:~~

On September 9, 2020, we announced an exploration update and drilling commenced on September 3, 2020. We also announced a relogging of all the historic core and commencement of baseline environmental, geotechnical and hydrological studies.

~~On December 2, 2020, we announced an end of field season update for the CK Gold Project.~~

On December 16, 28 and 29, 2020, we announced drilling results from the CK Gold Project for four metallurgical holes. Highlights included 78.3 meters (257 feet) of 5.708 g/t gold equivalent from surface for hole CK20-04cB.

~~On January 27, 2021, we announced a CEO update on its CK Gold Project advancements including:~~

On February 23, 2021, we announced the CK Gold Project showed community support in Wyoming. On March 8, 2021, we announced an update on CK Gold Project metallurgy. On March 30, 2021, we announced a CK Gold Project update and additional drill results.

~~On May 4, 2021, we announced our plans for our summer 2021 field season activities at the CK Gold Project.~~

The Keystone Project consists of ~~650~~601 unpatented lode mining claims situated in Eureka County, Nevada. The claims making up the Keystone Project are situated in Eureka County, Nevada in Sections 2-4 and 9-11, Township 23 North, Range 48 East, and Sections ~~22-28,~~22- 28, and 33-36 Township 24 North, all Range 48 East of the Mount Diablo ~~Meridian.~~Meridian (Figures 2 and 3).

The Keystone Project is accessible via ~~dirt~~unpaved roads. Navigation through the interior of the project is by off-road ~~vehicle.~~vehicle on exploration tracks.

The Keystone Project consists of unpatented mining claims located on federal land administered by the U.S. Bureau of Land Management (“BLM”). An annual maintenance fee of $165 per claim per year must be paid to the Nevada BLM by September 1 of each year, and failure to make the payment on time renders the claims void.

In addition the State of Nevada requires the claimant to file an Affidavit and Notice of Intent to Hold in the appropriate county by November 1 of each year. However, the failure to timely record an Affidavit does not affect a forfeiture of the claims, as does the failure to pay the federal claim maintenance fees by September 1. Instead, in the event of a conflict with a junior locator, the senior claimant must prove his intent to maintain the claims. This can generally be accomplished by producing a receipt showing payment of the federal claim maintenance fees to the ~~BLM.~~

~~The federal claim maintenance fees are~~ ~~prospective~~ and are paid for the ensuing assessment year. For example, payments made in August 2019 relate to the 2019-2020 assessment year running from September 1, 2019 to September 1, 2020. By comparison, the Nevada filings are ~~retrospective~~~~, describing the assessment year just ended or about to end.~~

Congress has extended the claim maintenance requirements indefinitely. It will therefore be necessary for us to perform the following acts in order to maintain the claims in 2019-2020 and each year thereafter: (1) on or before September 1 of each year, we must pay aannual maintenance fee ~~of $165 per claim~~paid to the Nevada BLM, ~~and (2) on or before November 1 of each year we must~~a $12 per claim fee is due to the Eureka County (NV) Clerk’s office as a record ~~an Affidavit and Notice of Intent to Hold in Eureka County.~~fee.

We acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC and Americas Gold Exploration, Inc. (“Americas Gold”). Some of the Keystone claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, Nevada Gold Ventures, LLC retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. The unpatented mining claims comprising the Keystone Project, with applicable NSR obligations, are as follows:

27 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 33 and 34, Township 24 North, Range 48 East, and Sections 3, 4, 9, and 10, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

13 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 27, 28 and 35, Township 24 North, Range 48 East, and Sections 2 and 3, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

28 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 2 & 11, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

216 unpatented lode mining claims, alphabetically ordered, situated in Eureka County, Nevada, in Sections 22, 23, 24, 25, 26, 27, 28, 33, 34, 35 & 36, Township 24 North, Range 48 East, Mount Diablo Base Line and Meridian.

Under the terms of the Purchase and Sale Agreement, dated May 25, 2016, under which we ~~may~~acquired the claims, we had the right to buy down 1% of the NSR owed to Nevada Gold Ventures LLC at any time through the fifth anniversary of the closing date, May 25, 2021, for $2,000,000. In addition, we may buy down an additional 1% of the NSR owed to Nevada Gold Ventures, LLC anytime through the eighth anniversary of the closing date, May 25, 2024, for $5,000,000. At April 30, ~~2021,~~2023, we have not bought down any portion of the NSR. The decision to make a buy down payment would be driven by our progress in identifying an economic mineral resource, coupled with financial factors, such as available cash or an expressed interest by larger producing companies to enter into joint ventures or development arrangements. We ~~are~~do not ~~in a position to make~~currently anticipate making such a buy down payment at this time.

No comprehensive, modern-era, model-driven exploration has ever been conducted on the Keystone Project. Newmont drilled 6 holes in the old base metal and silver Keystone mine area in 1967 and encountered ~~low grade~~low-grade (+/- 0.02 opt) gold intercepts. Chevron staked the property in 1981-1983 and drilled 27 shallow drill holes, continued by an agreement with USMX that drilled an additional 19 shallow holes; significant amounts of low grade and anomalous gold were intersected, but results were considered uneconomic, and the project was dropped. In 1988 and 1989, Phelps Dodge acquired a southern portion of the district and drilled 6 holes, one of which contained gold mineralization in its total depth and was subsequently deepened in 1990 resulting in over 200’ of low-grade gold mineralization. About this time Coral Resources acquired a northern portion of the property and drilled 21 shallow holes to follow-up previous drill intercepts. 1995-1997, Golden Glacier, a junior company, acquired the north end of the district, and Uranerz a portion of the southern area; 6 holes were drilled in the north and only 2 holes in the south, respectively. The entire district was dropped by all parties.

In 2004, with the discovery of Cortez Hills and escalating gold prices, Nevada Pacific Gold, Great American Minerals (Don McDowell), and Tone Resources (Dave Mathewson) competed in claim staking the entire district. Subsequently, Don McDowell, founder of Great American Minerals approached Placer Dome (prior to Barrick acquisition) who discovered Pipeline and Cortez Hills, and who correctly recognized the Keystone district potential. Placer Dome entered into separate joint venture agreements with Nevada Pacific and Great American. The following year Barrick Gold bought Placer Dome and dropped all Placer Dome’s Nevada exploration projects and joint ventures, including Keystone. In 2006, Nevada Pacific and Tone were purchased by McEwen Mining. McEwen Mining, drilled 35 holes mostly near the north end of the district; targeting the range front pediment and the historic Keystone Mine. McEwen Mining dropped their Keystone claims and quit claimed them to Dave Mathewson and NV Gold Ventures. NV Gold Ventures and American Gold staked their own additional claims in the district. This expanded group of claims was acquired in the original Keystone Purchase Agreement. We have staked additional claims in the district, such as Potato Canyon, since acquiring the project.

To date, a technical report has not been prepared on the Keystone Project. Keystone is positioned on the prolific Cortez gold ~~trend, one of the world’s leading gold producing regions.~~trend. The Keystone Project is centered on a granitic intrusion that warped the local Paleozoic stratigraphy into a dome, allowing for exposure of highly favorable Devonian, Carboniferous (Mississippian-Pennsylvania) and ~~Permo-Triassic~~Permo- Triassic rocks including key likely host rocks for mineralization, the silty carbonate strata of the Horse Creek Formation and the Wenban limestone, as well as possible sandy clastic units of the Diamond Peak Formation. The Horse Canyon and Wenban rocks are the primary host rocks at the nearby Cortez Hills Mine and Gold Rush deposit currently operated by Barrick Gold.

~~Keystone Plan~~In 2022, a hyperspectral survey was conducted on the property identifying evidence of ~~Operations (POO) Approval and Fall 2018 Drill program~~

~~On September 7, 2018 the U.S. Federal Government’s Department~~potential mineralization. Numerous anomalies often associated with mineralization were identified. Field investigation of the ~~Interior, BLM approved~~anomalies will commence during the ~~previously filed Environmental Assessment (EA)~~2023 field season.

The Keystone Project ~~on Nevada’s~~does not currently include any significant facilities. The Keystone Project sits some 10 miles to the southwest of Nevada Gold mines Cortez ~~Gold Trend.~~Complex. The ~~POO was subject to additional oversight~~Cortez Complex, consisting of surface and ~~approval~~underground mines, is served by roads and power, while water in the area is extracted from sub-surface water resources. The Keystone Project is served by paved and unpaved roads, which extend down trend from the Nevada Department of Environmental Protection (NDEP), which was received at the end of October 2018. Exploration related disturbance and reclamation bonding is possible in multiple phases of up to 50 acres each up to a total of 200 acres. On October 10, 2018, we received a letter from the BLM giving notice to proceed with our previously filed 2018 exploration plan. In September 2018, we advanced an additional reclamation bond payment of $319,553 for the first 50-acre disturbance. Total reclamation bond balance on the Keystone project total $355,347. After receiving all final permits and sign offs for road work, drill pad and surface disturbance, in November 2018, we commenced our Autumn 2018 drilling program at Keystone.

Gabriel E. Aliaga (“Gabriel”) is a Geology major at the University of Nevada, Reno, studying under Dr. Michael W. Ressel. Over the past two years, Gabriel worked on the Keystone project under a sponsorship by us. Gabriel worked directly with Dave Mathewson, our former Vice President of Exploration, and Tom Chapin, Senior Consulting Geologist.

Gabriel completed his Master of Science Thesis in Geology (“Master Thesis”) entitled, “Igneous Geology of the Keystone Window, Simpson Park Mountains, Eureka County, Nevada: Age, Distribution Composition and Relationship to Carline-style Gold Mineralization”, dated December 2018.

Gabriel’s Master Thesis focused on the geology of the Keystone project. Before his work there was relatively little quality historical information data generated in the Keystone district. Gabriel’s work increased our overall understanding of the geology and opportunity of the Keystone district and resulted in important understandings of the district geology and age dating of the intrusives and associated hydrothermal gold systems at Keystone. It also provided some valuable timing information and mineral association characterization ranging from skarn mineralization to the broad, pervasive, epithermal-style mineralization.

We believe we are exploring a complex early Tertiary gold system comparable in size and character to many of the known large gold systems. The multiple and clustered intrusives and extrusives at Keystone range in composition from intermediate to very siliceous. All of the dates from numerous samples of these intrusive and extrusive rock units are early Tertiary (Eocene) in age and range from about 36 to 34.5Ma (million years ago). Age dating of illite alteration of andesite dikes at Keystone, believed to be associated with a major gold-epithermal event, provided dates of 35.71+/- 0.12Ma, and 35.54+/- 0.06Ma. These Keystone dates compare very closely with reported mineralization-related age dates from the major Cortez ~~Hills gold deposit~~Complex to the north ~~ranging from 35.70 +/-0.14 to 35.31 +/-0.37Ma (Arbonies, DG, Creel, KD,~~ and ~~Jackson, ML, 2010, Geological Society of Nevada Symposium Volume p.457).~~

~~In addition, Keystone has an important~~additional road and large aeromagnetic expression of about 25sq km; this geophysical anomaly is comparable in size to those of the central and south Carlin and Battle Mountain District aeromagnetic expressions. Our geologists believe the hydrothermal gold system at Keystone is roughly comparable in size to those within the Twin Creeks, Battle Mountain, Carlin Trend, and Cortez Districts.

On July 8, 2019, U.S. Gold Corp. announced that two new technical updates for the Keystone Project have been uploaded to their website. An updated Keystone Technical Presentation analysis is a follow upinfrastructure to the ~~previous December 2017 Keystone Technical Presentation.~~

In addition, U.S. Gold Corp. announced it received an updated report from Thomas Chapin. Tom has been U.S. Gold Corp.’s Senior Consulting Geologist and has worked diligently over 3 years mapping the entire Keystone district.

~~On June 6, 2019, we announced the commencement of the 2019 drilling program at the Keystone Project.~~north-east. The program was designed to test several drill targets in areas previously inaccessible with a drill because of permitting limitations and follow up on encouraging results from late 2018 drilling. Identification and qualification of these targets has been in progress since the onset of the exploration program almost 4 years ago. This targeting effort has included iterative detailed gravity surveys, detailed geological mapping and associated prospecting, rock sampling and detailed gridded soil surveys, in addition to prior scout hole drilling. 2016-2018 scout-type drill holes, comprised of 34 individual holes drilled from 15 total drill sites, have importantly added to the knowledge of, and geological understandings of the permissive lithologies and favorable stratigraphy of the project. Scout drilling encountered thick sections of permissive host rocks, including Comus, Horse Canyon, Wenban, and Roberts Mountains Formations (similar host rock packages to the sizeable deposits at the north of the Cortez Trend), hosting anomalous to multiple gram gold intervals associated with very anomalous and thick intervals of pathfinder metals. The 2019 drilling program provided a first test towhole area is some ~~of the most compelling targets on the Keystone project.~~

On November 12, 2019, U.S. Gold Corp. announced results of its 2019 drilling program and receipt of all the drill-hole assay results from the 20 square mile Keystone project, in Nevada’s Cortez Trend. This program was comprised of six reverse circulation target assessment holes, and one core hole to follow up on the encouraging results from last year in hole Key18-09rc. The seven holes comprise a total of 13,177 feet (4,016 m), testing specific drill targets within four target areas, including the Sophia, Tip Top, Sophia South and Nina Skarn target areas (~~see the map below~~).

Five of the seven holes intersected significant gold assays, highlighted by Key19-05rc, the first ever drill-hole test of the Nina Skarn target, a +700m long coincident gold-bismuth-tellurium rock and soil anomaly defined by surface sampling in 2018. ~~Key19-05rc~~ ~~encountered two thick intervals of strong, mostly oxide gold mineralization:~~ ~~67.06m of 0.194 gpt from 12.2m~~ ~~and~~ ~~76.2m of 0.224 gpt from 150.9m (see the photo below)~~.

Of note, anomalous gold mineralization is present throughout the entire thickness of skarn altered Upper and Lower Plate rocks drilled, from surface to 414.5m. Cyanide solubility assays were run on selected intervals and demonstrate as much as 90% of the contained gold is cyanide soluble within one hour, suggesting this style of mineralization is amenable to cyanide extraction. Detailed intercepts for Key19-05rc are given below in Table 1. The entire assay sequence of the hole, including visual metallurgical and cyanide soluble characteristics, is attached below to better illustrate grade continuity (see link below: Figure 4: Key19-05rc Gold Assays and Metallurgical Characteristics), along with a cross section of the drill-hole (see link below: Figure 5: Key19-05rc Cross-section). True thicknesses are unknown at this time.

The potential to expand upon mineralization encountered in Key19-05rc along the +700m Nina Skarn anomaly is good, with overall additional potential for 2km strike-length along the Walti stock contact. To the north of Nina Skarn, near the old Keystone mine, rock chip samples of skarn with +27 gpt Au assays are present, and30 miles to the south of ~~Key19-05rc, 6m~~the I-80 interstate corridor between the towns of ~~1.13 gpt Au was encountered last year in Key18-09rc, hosted in Comus skarn. See~~Battle Mountain and Winnemucca, with Elko, Nevada being the ~~attached figure below, which illustrates these points~~dormitory town for the majority of the workforce and ~~surface Au-Bi-Te anomalies relative to Key19-05rc (Figure 6. Gold Skarn Potential Areas of Keystone).~~support services.

~~Nearly all~~property is situated in the Salmon River Mountains, approximately 40 km (25 mi) southwest of the ~~holes drilled in Phase One encountered moderate to thick intervals~~town of ~~anomalous gold with moderate to locally very strongly associated pathfinder metals, within both Carlin-style~~Salmon, Idaho, and skarn style mineralization. Essentially all significant gold intercepts are hosted in one or more of several previously defined prospective Upper Plate and Lower Plate host rock environments, where favorable structures are also present. These host areas include: Lower Valmy-Comus units, along the Roberts Mountains Thrust (Upper Plate-Lower Plate contact), Devonian Horse Canyon-Wenban contact, and Wenban Unit 5. Holes that intersected significant gold assay intervals greater than 0.300 gpt are provided in Table 2 below, along with visual metallurgical characteristics.

~~We continue to analyze the 2019 Keystone drilling results in context with all~~69 km (43 mi) north of the ~~prior drilling, geophysical surveys, mapping~~smaller town of Challis (Figure 7). The project area is considered to be within the Cobalt Mining District, as the past-producing Blackbird Cobalt Mine is located 9.3 km (5.75 mi) north-northwest of the property. The nearly-abandoned town of Cobalt, a previous company town for the Blackbird Mine, is along Panther Creek 9.7 km (6 mi) northeast of the property. Meridian Gold’s Beartrack Mine, the closest of the larger gold mines in the region, is 24 km (15 mi) northeast of the Challis Gold Project. The central portion of the property is located at approximately 45º 2’ North Latitude and ~~geochemistry.~~114º 20’ West Longitude. The claims are situated in the south-central portion of unsurveyed Township T20N, R18E.

~~On May 20, 2020, we announced a proposed 2020 Keystone exploration program, subject to us obtaining additional financing.~~

All of the ~~publication of a technical report on~~mining claims comprising the ~~Keystone project by~~Musgrove property are unpatented lode mining claims that have been recorded in the ~~Geological Society of Nevada.~~

~~On May 19, 2021, we announced we received~~Lemhi County Court House in Salmon, Idaho and filed with the US Bureau of Land Management ~~(BLM) approval for an additional 50 acres of disturbance under the effective Plan of Operations (POO) for Keystone. We advanced the required reclamation bond. We also announced potential interest~~office in ~~the Keystone project from various industry partners for potential joint venture opportunities.~~Boise.

We apply industry standard practice to quality control of drilling, sampling and assaying. Drilling at Keystone was carried out in 2019 by Envirotech Drilling LLC of Winnemucca, NV using a reverse circulation drill rig. RC cuttings were run through a rotary splitter on the drill as drilling advanced, which is industry standard, and a representative sample collected from the discharge point of the splitter. Chip samples were bagged and labeled by the drillers and then picked up from the site by a Bureau Veritas Minerals Laboratories Technician and taken to their Elko prep facility. Samples were prepped in Elko and then the pulps were shipped by BV to their lab in Sparks, NV for analysis. BV Labs crushed, split and pulverized 250g of rock to 200 mesh and fire assayed the samples. Assay certificates were received, analyzed, summarized and reported by our geologic team. As standard practice, certified blanks and standards were inserted into the sample stream at the lab on regular intervals, by us and BV. As assay results were received the analyzed assay values for given blanks or standards were visually compared to the expected assay values, and if they fell within the expected range of deviation as provided by the blank-standard provider, they were considered “passed” and the assay results can be relied upon. If the analyzed results did not fall within the expected range of deviation, the blank or standard was considered “failed” and BV was asked to re-run the blank or standard for gold fire-assay, along with the preceding two drill hole samples and the two proceeding the failed blank or standard. When re-run assay results were received, they were compared with the original results and deemed acceptable or not. All results to date have met our acceptability using the above-mentioned protocols.

In August 2017, we closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold Ventures LLC, pursuant to which we purchased all right, title and interest in the Gold Bar North Property, a gold exploration project located in Eureka County, Nevada. The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 1,500 shares of our common stock which were issued in August 2017. Gold Bar North consists of 49 unpatented lode mining claims situated in Eureka County, Nevada. We do not consider the Gold Bar North Property as a material property and are currently focusing the majority of our limited resources on exploration activities at the CK Gold, Keystone and Maggie Creek properties.

After an internal geological review of the Gold Bar North claims in 2020, we decided not to renew the GBN claims for 2021 and dropped the claims at the end of August 2020. This decision was based on allocation of our limited exploration budget to its other higher potential projects. Accordingly, we fully wrote-off the value of the Gold Bar claims and recorded an abandonment expense for the year-ended April 30, 2021.

On September 10, 2019, we, 2637262 Ontario Inc., a corporation incorporated under the laws of the Providence of Ontario (“NumberCo”) and all of the shareholders of the NumberCo (the “NumberCo Shareholders”), entered into the Share Exchange Agreement, dated September 10, 2019 (the “Agreement”), pursuant to which, among other things, we agreed to issue to the NumberCo Shareholders 200,000 shares of our common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly owned subsidiary.

NumberCo owns all of the issued and outstanding shares of Orevada Metals Inc. (“Orevada”), a corporation under the laws of the state of Nevada. At the time of acquisition, we acquired from NumberCo cash of $159,063, and assumed liabilities consisting of accounts payable totaling $125,670. As a result, we acquired Orevada’s right to an option agreement dated in February 2019 (the “Option Agreement”). The Option Agreement grants Orevada the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing a $4.5 million in exploration and development expenditures (“Initial Earn-in”) and payment to Renaissance Exploration, Inc. (“Renaissance”), now Orogen Royalties, Inc. (OGN: TSX-V), the grantor, of $250,000. Orevada may elect within 60 days after making the $250,000 payment, to increase its interest by an additional 20% (total interest of 70%) by producing a feasibility study by the end of the ninth year of the Option Agreement.

~~Figure 8 – Location of Maggie Creek Project and Major Gold Trends in Nevada~~

~~The Maggie Creek claims have been subjected to multiple exploration programs between 1974~~late 1880’s when gold was discovered at the nearby Yellow Jacket Mine and ~~2000, including geologic mapping, geochemical~~copper and ~~geophysical surveys, and much shallow drilling. Parties who worked on~~cobalt was discovered north of the project ~~include: USGS-Radtke, Campbell Trust, Amselco, Freeport, Western States, Getty Oil, Cordex, USMX, Fischer Watt, Barrick, Newmont~~area at the Blackbird Mine. Small scale intermittent mining was conducted in the project area from 1908 through the 1930’s at the Musgrove Mine and ~~Teck. Of~~at the ~~241 holes drilled historically, only 22 are deeper than 1,000 feet. Since 2000, Timberline Resources, Renaissance Gold~~Smith-Gahan Mine.

In the mid-1980’s, alteration and ~~Orevada Metals held the property, completed limited data review and compilation, but completed no drilling or field work.~~

~~Maggie Creek is~~quartz veining was identified located along the ~~eastern side~~ridge north of Musgrove CreekA large block of claims covering the area was staked by an independent geologist and then leased to Atlas Minerals. Atlas completed an extensive sampling program and, in 1991, drilled nine reverse circulation holes resulting in the discovery of significant mineralization at the Johny’s Point deposit.

The project was acquired by Newmont in 1992 as part of the ~~Carlin~~Grassy Mountain Deposit acquisition. Newmont conducted an extensive exploration program between 1992 and the fall of 1995 consisting of mapping and rock chip sampling. Twenty-seven core holes were completed consisting of nine holes in the Johny’s Point area and 18 holes testing targets along strike from Johny’s Point. Newmont concluded that the project did not meet the potential for their size criteria and the project was dropped.

In 1996, Meridian Gold acquired the property and drilled an additional 20 core holes and three reverse circulation drill holes. The property was subsequently returned to the owner due to declining gold ~~belt, directly northeast~~prices.

In 2003, Wave Exploration leased the property and completed a GIS compilation of ~~Newmont Mining’s Gold Quarry mine. Mineralized northeast trending faults from Gold Quarry project onto~~ the ~~Maggie Creek claims, at~~ surface and below the post-mineral Carlin Formation. The Gold Quarry mine is localized at the intersection of the northeast faults (Chukar-Alunite-Gold Quarry fault zone) with the west-northwest trending Good Hope fault. Good Hope parallel, gold bearing west-northwest trending faults have been mapped on the Maggie Creek claims (Cress fault), some of which contain gold bearing, altered felsic dikes which have been poorly mapped to date. Northeast and west-northwest fault zone intersection zones in the Maggie Creek claims are most prospective for ore deposition.

Favorable Roberts Mountains Formation carbonate rocks exposed at surface consist of thrust slices. At drillable depth, below the thrusts, in-place Lower Plate Rodeo Creek, Popovich, Roberts Mountains and Hanson Creek rocks are present. Detailed structural mapping where exposures allow will help define targets within these deeper units. Much of the gold encountered in drilling to date is likely an expression of system at depth.

~~To date, we have completed limited work on the Maggie Creek project. Work has included historic data review and compilation, historic data field and paper verification, initial~~ drill hole ~~targeting~~data. Wave subsequently commissioned a technical report. In 2004, Wave drilled two confirmation drill holes and ~~field visits. A detailed gravity survey was~~two step out holes and completed ~~in late April 2020, which supports some historic geologic mapping. Historic~~a soil geochemical program northwest of Johny’s Point.

In 2005, Wave optioned the property to Journey Resources. In 2006 and 2007, Journey drilled nine reverse circulation drill ~~collar location~~holes and ~~surface mapping-sampling activities are ongoing. Surface mapping activities are focused on identifying gold bearing structural zones, dikes and their intersection zones.~~five core holes northwest of Johny’s Point.

There is no documented exploration activity from 2008 until 2018. On ~~October 28, 2020,~~September 1, 2018, Journey Resources failed to pay the ~~Company announced an exploration update for Maggie Creek.~~

~~On April 7, 2021, we announced new targets for a Maggie Creek exploration drilling program including:~~

~~- This program seeks to assess a new target concept below post-mineral cover~~required claim payments to the ~~east~~Bureau of ~~Nevada Gold Mines’ Gold Quarry mine~~

~~- Target was developed using structural projections, gravity data~~Land Management and ~~geochemistry~~

~~On June 30, 2021, we announced~~ the successful completion of our Maggie Creek 2021 contractual exploration program, drilling 2 holes for 4,440 feet (1,353 meters). With these 2 holes, we satisfied our 2021 contractual exploration commitments at Maggie Creek and plans to review and results for future potential exploration programs.

~~On August 10, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold King Acquisition Corp., a wholly owned subsidiary of us (“Acquisition Corp.”),~~claims were forfeited. Subsequently, Northern Panther Resources Corporation ~~(“Northern Panther”) and~~located or acquired new claims covering the ~~Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into~~project. In 2020, we acquired Northern Panther Resources. In 2020, we contracted with ~~Northern Panther surviving as~~Wright Geophysics to conduct a ~~wholly-owned subsidiary~~ground magnetic geophysical over the current claim block. This survey identified a prominent low magnetic linear feature that trends from the Musgrove Mine north-northwest for over two miles.

The project is located within the Trans-Challis Fault System, a prominent NE-trending fault zone which crosscuts central Idaho and hosts numerous gold deposits. Host rocks consist of ~~us (such transaction, the “Merger”). The principal assets of Northern Panther Resource Corporation consisted~~quartzites and phyllites of the Precambrian Apple Creek Fm with minor mineralization within the Eocene Challis ~~Gold Project in Idaho~~Volcanics. The Musgrove Mine – Johny’s Point mineral trend is within and ~~cash.~~

~~In connection~~adjacent to the Musgrove Fault, a northwest-trending fault that brings the Challis Volcanics into contact with the ~~Merger, on August 10, 2020, we entered into~~Precambrian rocks. This is a ~~securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”), pursuant to which we sold to~~major structural zone that forms the ~~Purchasers in~~northern edge of the Panther Creek Graben.

Gold mineralization occurs within epithermal quartz veins, quartz vein stockworks, and silicified breccia. The mineralization displays the characteristics of a ~~private placement (i) an aggregate of 921,666 shares of our Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”)~~low sulfidation epithermal gold system. The Musgrove Mine – Johny’s Point mineral trend has been defined by a broad soil and (ii) warrants to purchase an aggregate of 921,666 shares of Common Stock at an exercise price of $6.00 per share (the “Warrants”) for aggregate consideration of $5,530,004. The Series I Preferred Stock has substantially the same terms as the Series H Preferred Stock, exceptrock chip gold and arsenic anomaly that ~~each share of Series I Preferred Stock is convertible into one share of Common Stock,~~extends a distance 3000 feet and is ~~subject~~up to ~~an exchange cap. The Warrants are exercisable in whole or in part at any time, from time to time following~~800 feet wide. Approximately 600 feet of this zone has been drilled with the ~~initial exercise date, terminate five years following the issuance,~~remainder tested by wide spaced drilling.

Infrastructure and ~~are subject to an exchange cap. The closing of the issuance and sale of the Series I Preferred Stock and Warrants under the SPA closed on August 11, 2020.~~Facilities

~~Figure 10:~~project does not currently include any significant facilities. The Challis ~~Gold Project Location in Idaho~~

~~The Challis Gold Project~~property is located ~~approximately 75 kilometers southwest~~in the Salmon-Challis National Forest and served by paved and unpaved roads. There are historic workings in the area and there has been recent mining activity in the area. The site is somewhat remote from grid power and power lines would have to be extended into the area, or onsite power generation used to support an eventual operation. There is water in the area from both surface and sub-surface sources. The Bear Track operation, now closed but under renewed exploration, is some 16 miles as the crow flies to the northeast of ~~Salmon, Idaho, within~~ the ~~tertiary challis volcanic field. The Challis Gold Project~~property. Historic mining was conducted; however the facilities have been abandoned decades ago and the nearest habited area is a low sulfidation, gold/silver epithermal vein and stockwork deposit localized along intersecting NW – NE trending shear structures in a window of sedimentary rocks exposed through the challis volcanics. The Project has a historic 43-101 (not current) resource of approximately 313,825 ounces of gold at a grade of 1.22 grams / ton gold, with a potential low strip ratio and exploration upside potential. Highlights include:forest ranger station near Forney some 5-miles from site.

~~On May 26, 2021, we announced an exploration and operational update for the Challis Gold Project in Idaho. Highlights included:~~Competition

~~- Challis Gold Project, continues towards a Plan of Operations (PoO) as the next phase of exploration~~

~~- Mapping, geochemical and geophysical surveys planned in second half of 2021~~

~~- Potential strategic joint-venture partners have expressed interest in Challis~~

We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold 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. Therefore, we will likely be able to sell minerals that we are able to recover. We 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 we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need, we may have to suspend our exploration plans until we are able to secure them.

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally. We will also be subject to the regulations of the BLM and the US Forest Service (“Forest Service”) with respect to mining claims on federal lands.

Future exploration drilling on any of our properties that consist of BLM or Forest Service land will require us to either file a Notice of Intent (NOI) or a Plan of Operations, ~~with the BLM,~~ depending upon the amount of new surface disturbance that is planned. A Notice of Intent is required for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period.

Various levels of governmental controls and regulations address, among other things, the environmental impact of mineral mining and exploration operations and establish requirements for reclamation of mineral mining and exploration properties after exploration operations have ceased. With respect to the regulation of mineral mining and exploration, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission limits and other design or operational requirements for various aspects of the operations, including health and safety standards. Legislation and regulations also establish requirements for reclamation and rehabilitation of mining properties following the cessation of operations and may require that some former mining properties be managed for long periods of time after mining activities have ceased.

Our activities are subject to various levels of federal and state laws and regulations relating to protection of the environment, including requirements for closure and reclamation of mineral exploration properties. Some of the laws and regulations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Emergency Planning and Community Right-to-Know Act, 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. Additionally, much of our property is subject to the federal General Mining Law of 1872, which regulates how mining claims on federal lands are located and maintained.

The State of Nevada, where we focus ~~our~~ mineral exploration efforts, requires mining projects to obtain a Nevada State Reclamation Permit pursuant to the Mined Land Reclamation Act (the “Nevada MLR Act”), which establishes reclamation and financial assurance requirements for all mining operations in the state. New and expanding facilities are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada MLR Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance on private lands.

The State of Wyoming, where we focus mineral exploration and development efforts at the CK Gold Project, requires exploration and mining projects to obtain permits from the Wyoming Department of Environmental Quality (WDEQ), and various other state agencies. New and expanding facilities are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. WDEQ in granting permits requires that reclamation plans and permits are in place and that bonds have been secured covering the cost of remediation of disturbances on both state and private land.

Eric Alexander is our Chief Financial Officer and Secretary and has been with us since September 2020. He has over 30 years of corporate, operational and business experience, and over 15 years of mining industry experience. Previously he served as Corporate Controller of Helix Technologies, Inc., a publicly traded software and technology company from April 2019 to September 2020. Prior to that, he served as the Vice President Finance and Controller of Pershing Gold Corporation, a mining company (formerly NASDAQ: PGLC), from September 2012 until April 2019. Prior to that, Mr. Alexander was the Corporate Controller for Sunshine Silver Mines Corporation, a privately held mining company with exploration and pre-development properties in Idaho and Mexico, from March 2011 to August 2012. He was a consultant to Hein & Associates LLP from August 2012 to September 2012 and a Manager with Hein & Associates LLP from July 2010 to March 2011. He served from July 2007 to May 2010 as the Corporate Controller for Golden Minerals Company (and its predecessor, Apex Silver Mines Limited), a publicly traded mining company with operations and exploration activities in South America and Mexico. In addition to his direct experience in the mining industry, he has also held the position of Senior Manager with the public accounting firm KPMG LLP, focusing on mining and energy clients. Mr. Alexander has a B.S. in Business Administration (concentrations in Accounting and Finance) from the State University of New York at Buffalo and is also a licensed CPA.

George M. Bee has been serving as a member of our Board since November 2020 and our Executive Chairman from March 2021 to May 2022. He was appointed as our President in August 2020 and become Chief Executive Officer in November 2020. Mr. Bee is a senior mining industry executive, with deep mine development and operational experience. He has an extensive career advancing world-class gold mining projects in eight countries on three continents for both major and junior mining companies. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (“Barrick Gold”) (NYSE: GOLD) as Senior VP Frontera District in Chile and Argentina working to advance Pascua Lama feasibility as an underground mine. This capped a 16-year tenure at Barrick Gold, where he served in multiple senior-level positions, including Mine Manager at Goldstrike during early development and operations, Operations Manager at Pierina Mine taking Pierina from construction to operations, and General Manager of Veladero developing the project from advanced exploration through permitting, feasibility and into production. Previously, Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, President and CEO of Andina Minerals Inc. from February 2009 until January 2013 and Chief Operating Officer for Aurelian Resources, Inc. from 2007 to 2009. As Chief Operating Officer of Aurelian Resources in 2007, he was in charge of project development for Fruta del Norte in Ecuador until Aurelian was acquired by Kinross Gold in 2008. Mr. Bee has served on the board of directors of Stillwater Mining Company, Sandspring Resources Ltd., Jaguar Mining, Peregrine Metals Ltd. and Minera IRL. He received a Bachelor of Science degree from the Camborne School of Mines in Cornwall, United Kingdom. He also holds ICD.D designation from the Institute of Corporate Directors.

Kevin Francis is our Vice President - Exploration and Technical Services and has been with us since July 2021. Mr. Francis has held many senior roles within the mining industry, including VP of Project Development for Aurcana Corporation, VP of Technical Services for Oracle Mining Corporation, VP of Resources for NovaGold Resources and Principal Geologist for AMEC Mining and Metals. Most recently, he consulted to U.S. Gold Corp. as Principal of Mineral Resource Management LLC, a consultancy providing technical leadership to the mining industry, as well as through his association with Gustavson Associates LLC (a member of WSP Global Inc.) since September 2020. Mr. Francis is a “qualified person” as defined by SEC S-K 1300 and Canadian NI 43-101 reporting standards and holds both an M.S. degree and a B.A. in geology from the University of Colorado.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock and our ability to file registration statements pursuant to registration rights agreements and other commitments.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result of our small size, any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. As of April 30, ~~2021,~~2023, management has concluded that our internal controls over financial reporting were ~~not~~ effective.

There is substantial doubt about whether we can continue as a going concern.

To date, we have earned no revenues and have incurred accumulated net losses of ~~$44.0~~$65.4 million. We have limited financial resources. As of April 30, ~~2021,~~2023, we had cash and cash equivalents of ~~$13.6~~$7.8 million and working capital of ~~$13.5~~$8.1 million. Therefore, our continuation as a going concern is dependent upon our achieving a future financing or strategic transaction. However, there is no assurance that we will be successful pursuing a financing or strategic transaction. Accordingly, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a going concern. Ultimately, in the event that we cannot obtain additional financial resources, or achieve profitable operations, we may have to liquidate our business interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources or generate profitable operations. Such additional financial resources may not be available or may not be available on reasonable terms. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.

We have a limited operating history on which to base an evaluation of our business and prospects.

Since our inception, we have had no revenue from operations. We have no history of producing metals from any of our exploration properties. Our properties are exploration stage properties. Advancing properties from the exploration stage requires significant capital and time, and successful commercial production from a property, if any, will be subject to completing feasibility studies, permitting and construction of the potential mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

The costs, timing and complexities of exploration activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if ever commenced, development, construction and mine start-up. Accordingly, our activities may not ever result in profitable mining operations and we may not succeed in establishing mining operations or profitably producing metals at any of our properties.

We will be required to expend significant funds ~~to determine if any proven and probable mineral reserves might exist at our properties,~~ to continue exploration and if warranted, develop our existing exploration properties and to identify and acquire additional properties to diversify our properties portfolio. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and feasibility studies with regard to the results of our exploration. We may not benefit from some of these investments if we are unable to identify any commercially exploitable mineralized material.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the price of ~~gold.~~gold and copper. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration operations, development activities and the possible partial or total loss of our potential interest in our properties.

~~We will need to obtain additional financing to fund our CK Gold, Keystone, Maggie Creek and Challis exploration programs.~~

We do not have sufficient capital to fund our future exploration programs for the CK Gold Project, the Keystone Project, the Maggie Creek Project or the Challis Gold Project as they are currently planned or to fund the acquisition and exploration of new properties. We will require additional funding to continue our planned future exploration programs. Management estimates that we will require up to $10.5 million in order to fund our Fiscal Year 2022 combined planned exploration programs. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.

We do not know if our properties contain any gold or other minerals that can be mined at a profit.

Although the properties on which we have the right to explore for gold are known to have historic deposits of gold, there can be no assurance such deposits can be mined at a profit. Whether a gold deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of gold, which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection.

~~The~~Although we have established an estimate of mineral reserves on the CK Gold Project, ~~does not have any mineral reserve estimation in accordance with SEC Industry Guide 7. There~~there are ~~currently~~ no current estimates of ~~gold mineralization~~mineral resources or mineral reserves at the Keystone Property ~~Maggie Creek Property~~ or Challis Gold ~~Project available in historical data obtained during the property purchases.~~Project. There is no assurance that we can establish the existence of any mineral reserves on ~~the CK Gold Project, Keystone, Maggie Creek or the Challis Gold Project~~those projects in commercially exploitable quantities. ~~Until we can do so, we cannot earn any revenues from the properties and if~~If we do not ~~do so~~establish the existence of mineral reserves or mineral resources on those projects, we ~~will~~may lose all of the funds that we expend on exploration. ~~If we do not discover any mineral reserves in a commercially exploitable quantity, the exploration component of our business could fail.~~

We have not established that our CK Gold Project, Keystone Property, Maggie Creek Property or Challis Gold Project contains any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in its Industry Guide 7 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the SEC’s Industry Guide 7 is extremely remote; in all probability our mineral properties do not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover a mineral reserve on our properties, there can be no assurance that they can be developed into producing mines and extract those minerals. Mineral exploration involves a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

We do not have proven or probable reserves, and there is no assurance that the quantities of precious metals we might produce in the future will be sufficient to recover our investment and operating costs.

We do not have proven or probable reserves. Substantial expenditures are required to acquire existing gold properties with established reserves or to establish proven or probable reserves through drilling, analysis and engineering. Any sums expended for additional drilling, analysis and engineering may not establish proven or probable reserves on our properties. We drill in connection with our mineral exploration and not with the purpose of establishing proven and probable reserves. There is a great degree of uncertainty attributable to the calculation of any mineralized material, particularly where there has not been significant drilling, mining and processing. Until the mineralized material located on our properties is actually mined and processed, the quantity and quality of the mineralized material must be considered as an estimate only. In addition, the estimated value of such mineralized material (regardless of the quantity) will vary depending on metal prices. Any material change in the estimated value of mineralized material may negatively affect the economic viability of our properties. In addition, there can be no assurance that we will achieve the same recoveries of metals contained in the mineralized material as in small-scale laboratory tests or that we will be able to duplicate such results in larger scale tests under on-site conditions or during potential production. There can be no assurance that our exploration activities will result in the discovery of sufficient quantities of mineralized material to recover our investment and operating costs.

We have no history of producing metals from our current mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

We have no history of producing metals from our ~~current exploration~~ properties. We do not produce gold and do not currently generate operating earnings. While we seek to advance our projects and properties through exploration, such efforts will be subject to all of the risks associated with establishing new future potential mining operations and business enterprises, including:

It is common in new mining operations to experience unexpected problems and ~~delays during exploration activities.~~delays. In addition, our management will need to be expanded. This could result in delays in the commencement of potential mineral production and increased costs of production. Accordingly, we cannot assure you that our activities will result in any profitable mining operations or that we will ever successfully establish mining operations.

We may not be able to obtain all required permits and licenses to place any of our properties into future potential production.

Our current and future operations, including additional exploration activities, require permits from governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, exploration, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in mineral property exploration generally experience increased costs, and delays in exploration and other schedules as a result of the need to comply with applicable laws, regulations and permits. We cannot predict if all permits which we may require for continued exploration and development activities, will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration activities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing exploration operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels of exploration activities at our properties or require abandonment or delays in future activities.

We are subject to significant governmental regulations, which affect our operations and costs of conducting our business.

Our current and future operations are and will be governed by laws and regulations, including:

Companies engaged in exploration activities often experience increased costs and delays in exploration and other schedules as a result of the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration.

Our business is subject to extensive environmental regulations that may make exploring, or related activities prohibitively expensive, and which may change at any time.

All of our operations are subject to extensive environmental regulations that can substantially delay exploration and make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration, or other activities, and adversely affect our financial position. If we are unable to fully remedy an environmental problem, we might be required to suspend exploration operations or to enter into interim compliance measures pending the completion of the required remedy. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) and such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration will be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under specific federal and state exploration operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to ~~various climate change interest groups and~~ the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate.

Our ability to obtain additional and continuing funding, and our profitability in the event we commence future mining operations or sell the rights to mine, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major gold or other mineral producing countries throughout the world, such as Russia and South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration activities of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all of these rights. Additionally, the future progression of our properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the continuation of our properties economically viable. ~~You may lose your investment if~~A decrease in the price of gold ~~decreases.~~may adversely affect our financial condition and access to capital and result in a decrease in our stock price. The greater the decrease in the price of gold, the more likely it is that ~~you~~our stock price will ~~lose money.~~decrease.

Our property titles may be challenged, and we are not insured against any challenges, impairments or defects to our mineral claims or property titles.

We cannot guarantee that title to our properties will not be challenged. Title insurance is not available for our mineral properties, and our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. Our unpatented Keystone claims were created and maintained in accordance with the federal General Mining Law of 1872. Unpatented claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. We have obtained a title report on our Keystone claims but cannot be certain that all defects or conflicts with our title to those claims have been identified. Further, we have not obtained title insurance regarding our purchase and ownership of the Keystone claims. Defending any challenges to our property titles may be costly and may divert funds that could otherwise be used for exploration activities and other purposes. We cannot provide any assurances that there are no title defects affecting our properties. In addition, unpatented claims are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase its costs of operation or limit our ability to explore on certain portions of our properties. We are not insured against challenges, impairments or defects to our property titles, nor do we intend to carry extensive title insurance in the future.

~~The value of our properties and any other projects we may seek or locate is subject to volatility in the price of gold.~~

Our ability to obtain additional and continuing funding, and our profitability if and when we potentially commence future mining or sell our rights to mine, will be significantly affected by changes in the market price of gold and other mineral deposits. Gold and other minerals prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. The price of gold may be influenced by:

The price of gold and other minerals have fluctuated widely in recent years, and a decline in the price of gold or other minerals could cause a significant decrease in the value of our property, limit our ability to raise money, and render continued exploration of our property impracticable. If that happens, then we could lose our rights to our property or be compelled to sell some or all of these rights. Additionally, the future progression of our properties beyond the exploration stage is heavily dependent upon gold prices remaining sufficiently high to make the continuation of our property economically viable.

~~Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.~~

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

CERCLA: In 2009, the U.S. Environmental Protection Agency (“EPA”) announced that it would develop financial assurance requirements under CERCLA Section 108(b) for the hard rock mining industry. On January 29, 2016, the U.S. District Court for the District of Columbia issued an order requiring that if the EPA intended to prepare such regulations, it had to do so by December 1, 2016. The EPA did comply with that order by issuing draft proposed regulations on December 1, 2016. The EPA subsequently issued its proposed rule on January 11, 2017. Under the proposed rule, owners and operators of facilities subject to the rule have been required, among other things, to (i) notify the EPA that they are subject to the rule; (ii) calculate a level of financial responsibility for their facility using a formula provided in the rule; (iii) obtain a financial responsibility instrument, or qualify to self-assure, for the amount of financial responsibility; (iv) demonstrate that they had obtained such evidence of financial responsibility; and (v) update and maintain financial responsibility until the EPA released the owner or operator from the CERCLA Section 108(b) regulations. As drafted, those additional financial assurance obligations could have been in addition to the reclamation bonds and other financial assurances we have and would be required to have in place under current federal and state laws. If such requirements had been retained in the final rule, they could have required significant additional expenditures on financial assurance, which could have had a material adverse effect on our future business operations.

However, after an extended public comment period, the EPA decided on December 1, 2017 not to adopt the proposed rule, and not to impose additional financial assurance obligations on the hard rock mining industry. It is possible that one or more non-governmental organizations will file lawsuits challenging that decision.

~~Clean Air Act~~: The Clean Air Act, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

~~NEPA~~: The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United States Environmental Protection Agency (“EPA”), other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

~~CWA~~: The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

~~SDWA~~: The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

~~Nevada Laws~~: At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Nevada state law requires mine operators to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, operators are required to hold Nevada Reclamation Permits. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. We have set up a provision for our reclamation bond at the Pan Mine. Compliance with this and other federal and state regulations could result in delays in beginning or expanding operations, incurring additional costs for investigation or cleanup of hazardous substances, payment of penalties for non-compliance or discharge of pollutants, and post-mining closure, reclamation and bonding, all of which could have an adverse impact on our financial performance and results of operations.

Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.

Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other minerals.

Gold exploration, and mineral exploration in general, is a very competitive business. Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. ~~Fuel prices are extremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available.~~The recent inflationary environment has also resulted in a significant increase in costs, including fuel. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

We may enter into future joint ventures or partnership arrangements with other parties in relation to the exploration, of a certain portion of the CK Gold, Keystone ~~Maggie Creek~~ and Challis Gold Properties in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of consenting documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of the Common Shares.

~~Our rights in certain mineral properties require us to perform contractual work commitments to retain our interest in those properties.~~

Pursuant to the Option Agreement, we have an exclusive right and option to earn-in and acquire up to 50% undivided interest in Maggie Creek, subject to work commitment expenditures which require us to perform exploration and development expenditures of $4.5 million plus make a payment of $250,000 to Orogen Royalties, Inc. We may elect within 60 days after making the $250,000 payment, to increase our interest by an additional 20% by producing a feasibility study by the end of the ninth year of the Option Agreement. There is no assurance that we may achieve the work commitment expenditure and the payment of $250,000 to Orogen Royalties, Inc. If we do not meet the contractual work commitments and payment, we could lose the option and our rights to the property. Furthermore, we may not elect to increase our interest within 60 days after the $250,000 payment or we may fail to produce a feasibility study by the ninth year of the Option Agreement.

We may pursue acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

Acquisitions of other companies or new properties, divestitures, business combinations or other transactions with other companies may create additional, material risks for our business that could cause our results to differ materially and adversely from our expected or projected results. Such risk factors include the effects of possible disruption to the exploration activities and mine planning, loss of value associated with our properties, mismanagement of project development, additional risk and liability, indemnification obligations, sales of assets at unfavorable prices, failure to sell non-core assets at all, poor execution of the plans for such transactions, permit requirements, debt incurred or capital stock issued to enter into such transactions, the impact of any such transactions on our financial results, negative stakeholder reaction to any such transaction and our ability to successfully integrate an acquired company’s operations with our operations. If the purchase price of any acquired businesses exceeds the current fair values of the net tangible assets of such acquired businesses, we would be required to record material amounts of goodwill or other intangible assets, which could result in significant impairment and amortization expense in future periods. These charges, in addition to the results of operations of such acquired businesses and potential restructuring costs associated with an acquisition, could have a material adverse effect on our business, financial condition and results of operations. We cannot forecast the number, timing or size of future transactions, or the effect that any such transactions might have on our operating or financial results. Furthermore, potential transactions, whether or not consummated, will divert our management’s attention and may require considerable cash outlays at the expense of our existing operations. In addition, to complete future transactions, we may issue equity securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our profitability.

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition. In addition, we are dependent upon our employees being able to safely perform their jobs, including the potential for physical injuries or illness.

We are dependent on a relatively small number of key employees, including our President and Chief Executive Officer, our Chief Financial Officer and our Vice President – Exploration and Technical Services. The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.

Our success is also dependent on the contributions of highly skilled and experienced consultants and contractors. Our ability to achieve our operating goals depends upon our ability to retain such consultants and contractors in order to execute on our strategy. There continues to be competition over highly skilled consultants and contractors in our industry. If we lose key consultants, contractors, or one or more members of our senior management team, and we fail to develop adequate succession plans, our business, financial condition, results of operations and cash flows could be harmed.

Our business is dependent upon our consultants and contractors being able to safely perform their jobs, including the potential for physical injuries or illness. If we experience periods where our consultants and contractors are unable to perform their jobs for any reason, including as a result of illness, our business, financial condition, results of operations and cash flows could be adversely affected.

Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items. We are subject to review or audit by tax authorities. As a result, we may in the future receive assessments in multiple jurisdictions on various tax-related assertions. Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition. In addition, the determination of our provision for income taxes and other tax liabilities requires significant judgment, and there could be situations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Our activities may be adversely affected by unforeseeable and unquantifiable health risks, ~~such as Coronavirus,~~ whether those effects are local, nationwide or global. Matters outside our control may prevent us from executing on our exploration programs, limit travel of Company representatives, adversely affect the health and welfare of Company personnel or prevent important vendors and contractors from performing normal and contracted activities.

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic. The COVID-19 pandemic has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including travel bans, quarantines and other emergency public health measures. These measures have resulted in a significant reduction in economic activity and extreme volatility in the financial markets. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the economy may deteriorate further and our operations and cash flows may be negatively impacted. The extent of COVID-19’s continuous impact on our financial and operational results, which could be material in the long run, will depend on the length of time that the pandemic continues, the ability to effectively vaccinate a large percentage of the population and whether subsequent waves of the infection or variant strains appear. Uncertainties regarding the economic impact of the ongoing COVID-19 pandemic are likely to result in sustained market volatility, which could impact our business, financial condition and cash flows to a greater extent.

The risks ~~to the Company~~we face related to contagious disease, or policies implemented by governments to protect against the spread of a disease, are unforeseeable and unquantifiable by us. We, or our people, investors, contractors or stakeholders, may be prevented from free cross-border travel or normal attendance to activities in conducting Company business at trade shows, presentations, meetings or other activities meant to promote or execute our business strategy and transactions. We may be prevented from receiving goods or services from contractors. Decisions beyond our control, such as canceled events, restricted travel, barriers to entry or other factors may affect our ability to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished without such limitations.

We use a variety of outsourced contractors to execute our exploration programs. Drilling contractors need to be able to access our projects and ensure social distancing recommended safety standards While our contractors are currently able to access our projects, there can be no assurances that this access will continue if subsequent waves of the infection or variant strains appear.

~~The COVID-19 pandemic has brought tremendous uncertainty to the global financial markets.~~ As an exploration and development company with no revenues, we are reliant on constantly raising additional capital to fund our operations. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common stock. There are no assurances we will be able to raise additional capital on favorable terms in the foreseeable future.

The COVID-19 pandemic can cause potential disruptions with several of our outsourced consultants and professionals which we reply on to execute our business. Our outsourced accountants, financial advisors, auditors, legal counsel, employees and Board have all experienced disruptions due to travel restrictions. This has the potential to cause delays to current and future financial filings. The Company has taken steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19. The Company has implemented work from home policies where appropriate. The Company will continue to monitor developments affecting both their workforce and contractors, and will take additional precautions that management determines are necessary in order to mitigate the impacts.

In addition, the economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets and equity method investments. We evaluated these impairment considerations and determined that no such impairments occurred as of April 30, 2021.

As of April 30, 2021, our net working capital is approximately $13.5 million. To the extent that future access to the capital markets or the cost of funding is adversely affected by COVID-19, we may need to consider alternative sources of funding for operations and working capital, which may adversely impact future results of operations, financial condition, and cash flows.

In April 2020, President Trump signed into law legislation referred to as the “Coronavirus Aid, Relief, and Economic Security Act” (the “CARES Act”). The CARES Act includes tax relief provisions such as: (a) an Alternative Minimum Tax (AMT) Credit Refund, (b) a 5-year net operating losses (NOL) carryback from years 2018-2020 and (c) delayed payment of employer payroll taxes. As of April 30, 2021, U.S. Gold has approximately $32.3 million in NOL’s, which may not be carried back to prior years to generate tax refunds, since no tax has been paid in those years by the Company. Consequently, the CARES Act legislation did not have an impact on our income tax accounts.

Natural resource exploration and exploring for gold in particular is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other resources which can be mined or extracted at a profit. Although we have established the existence of mineral reserves at the CK Gold Project, ~~has~~we may be unsuccessful in bringing it into production on a ~~known historical gold deposit, the deposit may not be of the quality or size necessary for us to make a profit from actually mining it.~~profitable basis. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent expansion of potential gold deposits.

Estimates of mineral reserves and mineral resources are subject to evaluation uncertainties that could result in project failure.

Our exploration and future potential mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineral ~~resources/~~resources or mineral reserves within the earth using statistical sampling techniques. Estimates of mineral ~~resource/reserve~~resources or mineral reserves on our properties ~~would be~~are made using samples obtained from appropriately placed trenches, test pits and underground workings and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating potential mineral resources/reserves. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to any commercially viable operations in the future.

~~Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.~~

As we have not completed feasibility studies on our CK Gold Project, Keystone, Maggie Creek and Challis Gold Properties and have not commenced actual production. Future potential mineral resource estimates may require adjustments or downward revisions. In addition, the grade ultimately mined, if any, may differ from that indicated by our preliminary economic assessment and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

Extended declines in market prices for gold or copper may render portions of our potential mineralization uneconomic and result in reduced reported mineralization or adversely affect any future potential commercial viability determinations we may reach. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our share price and the value of our Properties.

We may be denied the government licenses and permits which we need to explore or mine on our properties. ~~In the event that we discover commercially exploitable deposits, we may be denied the additional government licenses and permits which we will need to mine our properties.~~

Exploration activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented mineral claims requires a permit to be obtained from the United States BLM, which may take several months or longer to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Native American graveyards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

Possible amendments to the General Mining Law and other regulations could make it more difficult or impossible for us to execute our business plan.

In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law, as well as legislation that would make comprehensive changes to the law. Although no such comprehensive legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future. If adopted, such legislation, if it includes concepts that have been part of previous legislative proposals, could, among other things, (i) limit on the number of millsites that a claimant may use, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented, (vi) impose royalties on gold and other mineral production from unpatented mining claims or impose fees on production from patented mining claims, and (vii) impose a fee on the amount of material displaced at a mine. Further, such legislation, if enacted, could have an adverse impact on earnings from our exploration operations, could reduce future estimates of any reserves we may establish and could curtail our future exploration activity on our unpatented claims.

Our ability to conduct exploration, and related activities may also be impacted by administrative actions taken by federal agencies.

We may not be able to maintain the infrastructure necessary to conduct exploration and development activities.

Our exploration and development activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. ~~Unusual~~Climate change or unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial condition.

The mining industry is intensely competitive. Many large mining companies are primarily producers of precious or base metals and may become interested in the types of deposits and exploration projects on which we are focused, which include gold, silver and other precious metals deposits or polymetallic deposits containing significant quantities of base metals, including copper. Many of these companies have greater financial resources, experience and technical capabilities than we do. We may encounter increasing competition from other mining companies in our efforts to acquire mineral properties and hire experienced mining professionals. Increased competition in our business could adversely affect our ability to attract necessary capital funding or acquire suitable mining properties or prospects for mineral exploration in the future.

We rely on contractors to conduct a significant portion of our exploration operations.

A significant portion of our exploration operations are currently conducted in whole or in part by contractors. As a result, our exploration operations are subject to a number of risks, some of which are outside our control, including:

In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these risks could adversely affect our results of operations and financial position.

Our exploration activities may be adversely affected by the local climate or seismic events, which could prevent us from gaining access to our property year-round.

Earthquakes, heavy rains, snowstorms, wildfires and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our property, or may otherwise prevent us from conducting exploration activities on our property. There may be short periods of time when the unpaved portion of the access road is impassible in the event of extreme weather conditions or unusually muddy conditions. During these periods, it may be difficult or impossible for us to access our property, make repairs, or otherwise conduct exploration activities on them.

We may be unable to secure surface access or to purchase required surface rights.

Although we acquire the rights to some or all of the minerals in the ground subject to the mineral tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to access the surface and carry on exploration activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost or overall ability to develop any potential mineral deposits we may locate.

~~Public company compliance may make it more difficult to attract and retain officers and directors.~~

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to further increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. As a result, you may be unable to resell your shares of our common stock at a desired price.

Volatility in the price of our common stock may subject us to securities litigation.

As discussed above, the market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have ~~often~~ initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

There is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

Although our common stock is currently quoted on NASDAQ, there is limited trading activity. We can give no assurance that an active market will develop, or if developed, that it will be sustained. If an investor acquires shares of our common stock, the investor may not be able to liquidate our shares should there be a need or desire to do so. ~~Only a small percentage of our common stock is available to be traded and is held by a small number of holders and the price, if traded, may not reflect our actual or perceived value.~~ There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity of our common stock is limited and may be dependent on the market perception of our business, among other things. We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, road shows and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business and trading may be at an inflated price relative to our performance due to, among other things, availability of sellers of our shares. If a market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms or clearing firms may not be willing to effect transactions in the securities or accept our shares for deposit in an account. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of low-priced shares of common stock as collateral for any loans.

Sales, offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Sales of substantial amounts of the common stock, or the availability of such securities for sale, could adversely affect the prevailing market prices for the common stock. A decline in the market prices of the common stock could impair our ability to raise additional capital through the sale of securities should we desire to do so. In addition, if our stockholders sell substantial amounts of our common stock in the public market or upon the expiration of any statutory holding period, under Rule 144, or upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” in anticipation of which the market price of our common stock could decline. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for us to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our issuance of additional shares of common stock or securities convertible into common stock in exchange for services ~~or to repay debt~~ would dilute the proportionate ownership and voting rights of existing stockholders and could have a negative impact on the market price of our common stock.

Our board of directors may generally issue shares of common stock or securities convertible into common stock ~~to pay for debt or services,~~ without further approval by our stockholders, based upon such factors that our board of directors may deem relevant at that time. We have also issued securities as payment for services. It is ~~likely~~possible that we will issue additional securities to pay for services ~~and reduce debt~~ in the future. We cannot give you any assurance that we will not issue additional shares of common stock or securities convertible into common stock under circumstances we may deem appropriate at the time.

Our articles of incorporation allow for our Board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of our common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the stockholders might otherwise receive a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not have the opportunity to do so.

~~Investor Relations activities, nominal “float” and supply and demand factors may affect the price of our stock.~~

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning us. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by us or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in us may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. We, and our shareholders may be subjected to enhanced regulatory scrutiny due to the small number of holders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTCQB Marketplace or pink sheets. Until such time as our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of holders, many of whom acquired such shares in privately negotiated purchase and sale transactions, that will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of our outstanding common stock will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that our or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

The ~~Company’s~~Company does not intend to pay dividends in the foreseeable future.

~~We have rarely declared or paid any dividends on our common stock.~~ We anticipate that we will retain any future earnings to support operations and to finance the development of our business and do not expect to pay cash dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend entirely upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We have relatively little research coverage by securities and industry analysts. If no additional industry analysts commence coverage of the Company, the trading price for our common stock could be negatively impacted. If one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

We may not meet the continued listing requirements of the NASDAQ, which could result in a delisting of our common stock.

Our common stock is listed on the NASDAQ. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common shares on the NASDAQ. For instance, on November 7, 2019, we received a letter from the Listing Qualifications Department of the NASDAQ Stock Market indicating that, based upon the closing bid price of our common stock for the 30 consecutive business day period between September 26, 2019, through November 6, 2019, we did not meet the minimum bid price of $1.00 per share required for continued listing on the NASDAQ pursuant to NASDAQ Listing Rule 5550(a)(2). On April 3, 2020, we received notice from the NASDAQ indicating that we have regained compliance with the minimum bid price requirement under NASDAQ Listing Rule 5550(a)(2), and the matter is now closed.

If NASDAQ delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

We own, lease, sublease or have certain other mining rights to the foregoing properties. For a complete description of each property owned, leased subleased or controlled by, including property in which we hold any or all mineral rights (the “Mining Properties”), see Item 1.

~~None.~~From time to time we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the twelve months period ended April 30, ~~2021,~~2023, we and our properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is traded on the NASDAQ Capital Market under the symbol “USAU”.

On July 28, ~~2021,~~2023, we had ~~446~~91 registered holders of record of our common stock, which number does not reflect beneficial stockholders who hold their stock in nominee or “street” name through various brokerage firms. On July 28, ~~2021,~~2023, the closing sales price of our common stock as reported on NASDAQ Capital Market was ~~$10.27~~$4.31 per share.

We do not anticipate paying dividends on shares of its common stock in the foreseeable future as the Board of Directors intends to retain future earnings for use in our business. Any future determination as of the payment of dividends on our common stock will depend upon our financial condition, results of operations and such other factors as the Board of Directors seems relevant.

There were no sales of unregistered securities during the fiscal year ended April 30, ~~2021~~2023 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. None of the transactions involved any underwriters, underwriting discounts or commissions.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of this Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” which are included herein. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Form 10-K. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years or quarters refer to our fiscal years ended in April and the associated quarters of those fiscal years. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.Overview

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), 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 ~~and Maggie Creek Projects~~Project in Nevada and the Challis Gold ~~project~~Project in Idaho. ~~None~~We have established an estimate of ~~our properties contain~~ proven and probable mineral reserves under ~~SEC Industry Guide 7,~~S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on ~~all of~~ our other properties are exploratory in nature.

On March 17, 2020, we filed a certificate of amendment to our Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a reverse stock split of our issued and outstanding common stock per share on a one for ten basis, effective as of 5:00 p.m. (Eastern Time) on March 19, 2020. All share and per share values of our common stock for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the reverse stock splits.

During the year ended April 30, ~~2021,~~2023, we focused primarily on ~~moving~~advancing our CK Gold Project in Wyoming with the submittal of two major permits; our permit to mine application and reclamation plan filed on September 13, 2022 and an Industrial Siting permit for the construction and operation of the proposed CK Gold project, agreement with the Wyoming Office of State Lands and Investments on a reduced royalty rate, and continued engineering studies towards the completion of a ~~Pre-Feasibility study (PFS),~~feasibility study. Additional exploration and geologic investigations were undertaken, enhancing our understanding of the Keystone Project deposit ~~planning an exploration drilling program on~~in Nevada, the sale of our interest in the Maggie Creek Project ~~closing the acquisition of Northern Panther Resource Corporation~~in Nevada, and ~~analyzing~~analyzed the historic geological data on the Challis Gold Project in ~~Idaho~~Idaho. Management focused on investor relations and ~~completing~~awareness, resulting in the completion of an equity ~~financings.~~financing in April 2023.

Sales of ~~Preferred Units &~~ Common Shares to raise a total of ~~$14.5~~$5.0 million in cash

On ~~August~~April 10, ~~2020,~~2023, we ~~entered into an Agreement and Plan~~completed a registered direct offering with a single institutional investor for the issuance of Merger (the “Merger Agreement”) with Gold King Acquisition Corp., a wholly owned subsidiary of U.S. Gold Corp. (“Acquisition Corp.”), Northern Panther Resources Corporation (“Northern Panther” or “NPRC”) and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as our wholly-owned subsidiary (such transaction, the “Merger”).

~~At the closing of the Merger, which occurred on August 11, 2020, the outstanding~~870,000 shares of common stock at a price of ~~NPRC outstanding immediately prior to the Merger were converted into and represent the right to receive (i) 581,053 shares of our common stock, par value $0.001~~$5.75 per share and ~~(ii) 106,894~~warrants (the “April 2023 Warrants”) to purchase 870,000 shares of ~~our Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock” and, together with~~ the ~~common stock, the “Merger Consideration”), which Series H Preferred Stock converts into common stock on a 1 for 10 basis at the option of the holder.~~

The common stock issued pursuant to the Merger Agreement as part of the Merger Consideration was sold as “restricted stock” subject to the six-month minimum hold period under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). In addition, pursuant to certain leak-out agreements (the “Leak-Out Agreements”) entered into concurrently with the execution of the Merger Agreement by and between the stockholders of NPRC and us, the shares of common stock issued pursuant to the Merger Agreement, including shares issued upon conversion of the Series H Convertible Preferred Stock, are subject to a leak-out provision limiting future share sales of our common stock held by the holders of such shares to no more than 10% of the daily trading volume.

The Merger Agreement included customary representations and warranties of the Company, Acquisition Corp. and NPRC. In connection with the Merger, Luke Norman Consulting Ltd. received a finder’s fee equal to the quotient of (a) 5% of the purchase value for the Merger and (b) the 30-day Volume Weighted Average Price (“VWAP”) of a share of our common stock as reported on the Nasdaq Capital Market prior to the execution Merger Agreement, which was paid in 82,500 shares restricted common stock on the closing date of the Merger.

In connection with the Merger, on August 10, 2020, we entered into a securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”), pursuant to which we sold to the Purchasers in a private placement (i) an aggregate of 921,666 shares of our Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”) and (ii) warrants to purchase an aggregate of 921,666 shares ofCompany’s common stock at an exercise price of ~~$6.00~~$6.16 per share (the ~~“Warrants”~~“April 2023 Registered Offering”) ~~for aggregate consideration of $5,530,004.~~

. The ~~Series I Preferred Stock has substantially the same terms as the Series H Preferred Stock, except that each share of Series I Preferred Stock is convertible into one share of common stock. The~~April 2023 Warrants are exercisable ~~in whole or in part at any time,~~six months following issuance and will expire five years from ~~time to time following~~ the initial exercise ~~date, terminate five years following the issuance, and are subject to an exchange cap.~~date. The ~~sale~~aggregate gross proceeds of the ~~Series I Preferred Stock and Warrants under~~April 2023 Registered Offering was approximately $5.0 million.

~~The Warrants and the shares~~April 2023 Registered Offering, we agreed to amend, effective as of the ~~Company’s Common Stock issuable upon the exercise~~closing of the ~~Warrants, the conversion of the Series H Preferred Stock, and the conversion of the Series I Preferred Stock are not being registered under the Securities Act and were offered pursuant~~April 2023 Registered Offering, certain existing warrants to ~~and in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.~~

~~On February 1, 2021, we completed a registered direct offering (“the Offering”) with certain institutional and accredited investors (the “Purchasers”), pursuant~~purchase up to ~~which we sold (i) in the Offering an aggregate of 914,136~~625,000 shares ~~of common stock~~ of the Company at an ~~offering~~exercise price of ~~$10.54~~$8.60 per share and ~~(ii) in~~ a ~~concurrent private placement~~termination date of September 18, 2027, so that the amended warrants ~~to purchase an aggregate of 457,068 shares of common stock at an~~will have a reduced exercise price of ~~$14.50~~$6.16 per share ~~for net proceeds from the Offering of approximately $9.0 million after deducting financial advisory fees~~ and ~~offering expenses.~~

~~Pursuant to the terms of the Offering, the warrants are exercisable six months following the~~a termination date of issuance and terminate five years following the initial exercise date. A holder of such warrant does not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.October 10, 2028.

On November 22, 2022, Ryan Zinke notified us of his intent to resign from our Board effective December 31, 2022 (the “Effective Date”). Mr. Zinke was re-elected to our Board at our Annual Meeting of Stockholders held on December 16, 2022 and served as a director until the Effective Date. Following the Effective Date, our board is comprised of five members.

On ~~August 13, 2020, we announced the appointment of Mr. George Bee as our President.~~

~~On November 9, 2020,~~December 16, 2022, we held our annual meeting of stockholders. At that meeting, among other matters, shareholders ~~approved a new Equity Incentive Plan,~~re-elected the six incumbent Directors to hold office until the next annual meeting of stockholders and until their successors are named and qualified or until their earlier resignation or removal and approved our audit firm ~~and elected two new board members.~~for our fiscal year-ended April 30, 2023.

Effective November 9, 2020, our Board of Directors appointed Mr. George Bee, Mr. Robert Schafer and Ms. Tara Gilfillan to the Board of Directors to fill the vacancies created by the resignation of prior Directors. Mr. Bee, Mr. Schafer and Ms. Gilfillan bring a wealth of senior financial knowledge and mining industry senior level executive experience to us, which includes experience with mining companies, mine development and financing mining operations.

~~On November 9, 2020, we appointed George Bee as our President and Chief Executive Officer. Mr. Edward Karr continued to serve on the Board as Executive Chairman~~

~~On January 6, 2021, our Board of Directors appointed Mr. Michael Waldkirch to the Board of Directors as we increased the size of our board from five to six members.~~

On March 19, 2021, we and Edward Karr, the Company’s Executive Chairman, agreed by mutual understanding that Mr. Karr’s employment as an officer and employee, and his service as a member of the board of directors, of the Company would terminate, effective as of March 19, 2021 (the “Separation Date”). In connection with Mr. Karr’s departure, we entered into a General Release and Severance Agreement with Mr. Karr, as amended (the “Separation Agreement”), pursuant to which Mr. Karr agreed to provide certain transition services to us through the Separation Date. Pursuant to the Separation Agreement, Mr. Karr was entitled to receive any equity awards granted to Mr. Karr by us pursuant to our 2014 Equity Incentive Plan (the “2014 Plan”), 2017 Equity Incentive Plan (the “2017 Plan”), or 2020 Equity Incentive Plan (the “2020 Plan”, and the 2014 Plan, 2017 Plan, and 2020 Plan are collectively referred to herein as, the “Equity Plans”) during the term of Mr. Karr’s employment shall be 100% vested and retained by Mr. Karr, notwithstanding any terms in an award agreement or plan document regarding forfeiture of such awards under the Equity Plans upon termination of employment (provided that the foregoing shall not in any way extend the awards beyond their original term), other than the restricted stock units (the “2019 RSUs”) granted to Mr. Karr pursuant to that certain Restricted Stock Unit Award Agreement, dated September 18, 2019, by and between Mr. Karr and us (the “Award Agreement”), which remain outstanding pursuant to the terms of the 2020 Plan and the Award Agreement.

Pursuant to the Separation Agreement, Mr. Karr agreed to a general release of claims in favor of us. Upon effectiveness of the Separation Agreement, the employment agreement, effective December 4, 2020, between us and Mr. Karr will automatically terminate; provided, however, that certain provisions, including customary confidentiality, noncompete and non-solicitation provisions, will remain in full force and effect.

Effective immediately following Mr. Karr’s departure from the Company, the size of the board of directors has been set at five and the board of directors has appointed George Bee, our Chief Executive Officer and President, as our Chairman.

~~On July 19, 2021, we appointed Kevin Francis as our Vice President – Exploration and Technical Services.~~

We are ~~an exploration~~a development stage company with no operations, and ~~accordingly~~ we generated no revenues for the years ended April 30, ~~2021~~2023 and ~~2020.~~2022.

Total operating expenses for the year ended April 30, ~~2021~~2023 as compared to the year ended April 30, ~~2020,~~2022, were approximately ~~$12.4 million~~$9,401,000 and ~~$5.7 million,~~$14,952,000, respectively. The approximate ~~$6.7 million increase~~$5,551,000 decrease in operating expenses for the year ended April 30, ~~2021,~~2023 as compared to the year ended April 30, ~~2020,~~2022, is comprised of (i) ~~an increase~~a decrease in compensation ~~expense~~ of approximately ~~$1,968,000~~$494,000 primarily due to ~~increase~~a decrease in cash compensation ~~related to total bonuses~~ of ~~$600,000 paid~~$293,000 and a decrease in ~~common stock and $112,500 paid in cash,~~ stock-based compensation from ~~the accelerated vesting~~RSUs and stock option grants to our officers and employees as compared to prior period of ~~certain stock options and restricted stock units and the hiring of additional executive management in August and September 2020,~~$200,000 (ii) ~~an increase~~a decrease of approximately ~~$2,741,000~~$5,426,000 in exploration expenses on our mineral properties due to ~~an increase~~a decrease in exploration activities inon our CK Gold property and also at the Maggie Creek property, (iii) an increase in professional and consulting fees of approximately ~~$1,704,000~~$32,000 primarily due to increases in stock-based consulting fees of approximately $645,000, legal fees of approximately $238,000 primarily due to services related to the NPRC merger and general corporate matters, accounting fees of approximately $50,000, and general strategic ~~investor relations,~~ and permitting consulting services of ~~$771,000,~~$135,000, an increase in legal fees of $154,000, and an increase in accounting fees of $105,000, offset by decreases in director fees of $8,000, investor relation fees of $31,000 and stock-based consulting fees of $324,000 and (iv) an increase in general and administrative expenses of approximately ~~$286,000~~$337,000 due primarily to increases ~~in public company expenses~~ related to ~~the Annual Meeting, abandonment~~advertising expenses, conference expenses, option expense, ~~related to the Gold Bar Mineral properties, insurance, advertising~~research and ~~office~~development expenses, permit fees, and travel expenses.

We reported ~~pre-tax losses~~loss from operations of approximately ~~$12.4 million~~$9,401,000 and ~~$5.7 million~~$14,952,000 for the years ended April 30, ~~2021~~2023 and ~~2020,~~2022, respectively.

~~For~~We reported other income of approximately $1,786,000 and $1,021,000 for the years ended April 30, 2023 and 2022, respectively. We reported a decrease in the fair value of the warrant liability of approximately $1,560,000 and $1,212,000 for the years ended April 30, 2023 and 2022, respectively. We reported an increase in change in fair value due to modification of warrants of approximately $263,000 for the year ended April 30, ~~2021 and 2020, benefit~~2023.

We also reported a gain from ~~income taxes was $0 and $438,145, respectively. During~~sale of asset of $763,393 for the year ended April 30, ~~2020, we recognized a tax benefit from~~2023 related to the sale of our alternative minimum tax credit carryforward which was refundable under the Tax Cuts and Jobs Act of 2017 in the United States, of which we received $219,073 during the year ended April 30, 2020 and the remaining $219,072 during the year ended April 30, 2021.Maggie Creek asset on November 9, 2022.

~~As a result of the operating expense and other expense discussed above, we~~We reported a net loss of approximately ~~$12.4 million~~$7,614,000 and $13,931,000 for the ~~year~~years ended April 30, ~~2021 as compared to a net loss of approximately $5.2 million for the year ended April 30, 2020.~~2023 and 2022, respectively.

The following table summarizes total current assets, liabilities and working capital at April 30, ~~2021~~2023 compared to April 30, ~~2020:~~2022, and the changes between those periods:

	April 30, 2021		April 30, 2020		Increase		April 30, 2023		April 30, 2022		Increase (decrease)
Current Assets	$	14,075,765	$	3,181,747	$	10,894,018	$	8,433,070	$	9,899,414	$	(1,466,344	)
Current Liabilities	$	619,038	$	157,840	$	461,198	$	378,798	$	1,136,035	$	(757,237	)
Working Capital	$	13,456,727	$	3,023,907	$	10,432,820	$	8,054,272	$	8,763,379	$	(709,107	)

As of April 30, ~~2021,~~2023, we had working capital of ~~$13,456,727~~$8,054,272, as compared to working capital of ~~$3,023,907~~$8,763,379 as of April 30, ~~2020, an increase~~2022, a decrease of $10,432,820. During the year ended April 30, 2021, we received a total of approximately $17.0 million proceeds from the sale of an aggregate of 921,666 shares of our Series I Convertible Preferred Stock and warrants to purchase an aggregate of 921,666 shares of our common stock at an exercise price of $6.00 per share for approximately $5.5 million, exercise of stock warrants for approximately $2.5 million and the sale of 914,136 shares of common stock for approximately $9.0 million in the Offering. These were the primary sources of cash to fund operations. Additionally, we received approximately $2.5 million in cash as a part of the acquisition of NPRC in August 2020. We used the proceeds primarily to fund operations during the fiscal year 2021 and to increase cash reserves.$709,107.

We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If we are unable to raise additional capital when required, or on acceptable terms, we may have to delay, scale back or discontinue our exploration activities or programs.

We are obligated to file annual, quarterly and current reports with the ~~SEC~~Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the ~~SEC~~Commission and the Public Company Accounting Oversight Board ~~impose~~have imposed various requirements on public ~~companies.~~companies, including requiring changes in corporate governance practices. We expect to spend between ~~$150,000~~$175,000 and ~~$200,000~~$250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

~~At April 30, 2021,~~Our unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared assuming that we ~~had working capital~~will continue as a going concern, which contemplates the realization of ~~approximately $13.5 million. We had approximately $619,000 outstanding~~assets and the settlement of liabilities in ~~current liabilities and a cash balance~~the normal course of ~~approximately $13.6 million.~~business. For the ~~fiscal~~ years ended April 30, ~~2021~~2023 and ~~2020,~~2022, we incurred net losses in the amounts of approximately ~~$12.4 million~~$7,600,000 and ~~$5.2 million,~~$13,900,000, respectively. ~~We believe that our existing resources will be~~For the year ended April 30, 2023, cash used in operating activities was approximately $8,700,000. As of April 30, 2023, we had cash of approximately $7,800,000, working capital of approximately $8,100,000, and an accumulated deficit of approximately $66,000,000. Our primary source of operating funds since inception has been equity financings. As of April 30, 2023, we may have sufficient cash to fund our ~~planned operations~~corporate activities and general and administrative costs and currently undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects past the aforementioned objectives, 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 ~~9 to 12 months.~~ the twelve months following the issuance of these financial statements.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Our future capital requirements will depend on many factors, including potential acquisitions, changes in exploration programs and related studies and other operating strategies. ~~We continue to assess~~To the ~~impact of COVID-19, which~~extent we require additional funding, we cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent we raise additional funds by issuing equity securities, our stockholders may ~~adversely affect~~experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to ~~obtain additional future capital.~~

~~The audit opinion and notes that accompany our consolidated financial statements for the year ended April 30, 2021 disclose a ‘going concern’ qualification to our ability to continue in~~conduct business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue as a going concern. We have incurred losses since our inception. We do not have sufficient cash to fund all of our planned operations and exploration and meet all of our obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period at least a year from when these financial statements are made available. The consolidated financial statements do not include any adjustments that might be necessary should we beIf unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

~~Cash flows from financing activities continued to provide the primary source of our liquidity. We are anticipating raising~~raise additional capital ~~but there can be no assurance that it will be able to do so~~when required or if the terms will be favorable. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.

~~Management has determined that additional capital will be required in the form of equity or debt securities. There are no assurances that management will be able to raise capital~~ on ~~terms~~ acceptable to us. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned exploration activities, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may ~~be required~~have to ~~cease operating~~delay, scale back or ~~otherwise modify our business strategy.~~discontinue the exploration activities or programs.

Net cash used in operating activities totaled ~~approximately $8.6 million~~$8,690,766 and ~~$3.9 million~~$12,575,412 for the years ended April 30, ~~2021~~2023 and ~~2020,~~2022, respectively. Net ~~loss for~~cash used in operating activities during the ~~years~~year ended April 30, ~~2021~~2023 decreased primarily due to net changes of approximately $806,000 in operating assets and ~~2020 totaled~~liabilities which is primarily due to a decrease in accounts payable and accrued liabilities of approximately ~~$12.4 million~~$729,000 as compared to the year ended April 30, 2022, the decrease in fair value of the warrant liability of approximately $1,560,000 and ~~$5.2 million.~~gain from sale of asset of $763,000. Additionally, we expensed approximately ~~$3.6 million~~$1,675,000 in total stock-based compensation for shares, RSUs, stock options ~~and shares~~ issued to ~~employees~~officers, employee, and consultants during the year ended April 30, ~~2021~~2023 as compared to approximately $1.3 million during the year ended April 30, 2020 primarily due to stock-based compensation related to bonuses to our CEO and former COO and stock-based consulting fee paid to a consultant related to the NPRC merger. Net changes of approximately $57,000 in operating assets and liabilities are primarily due to net increases in prepaid expenses and other assets of approximately $151,000, reclamation of bond deposits of approximately $363,000, and net of increases of approximately $353,000 in accounts payable to trade vendors and related parties offset by decrease in income tax receivable of approximately $219,000.

~~Net cash provided by investing activities totaled approximately $2,457,000 and $159,000~~$2,200,000 for the year ended April 30, ~~2021~~2022.

Net cash used in investing activities was $2,572,487 primarily from proceeds received from the sale of Maggie Creek of $2,750,000 related to the Assignment and ~~2020, respectively,~~Assumption Agreement dated on November 9, 2022 offset by $177,513 primarily ~~due to cash received in connection with share exchange agreements of $2.5 million offset by~~for the purchase of property and equipment ~~of approximately $43,000~~ for the year ended April 30, ~~2021~~2023 as compared to ~~$159,000~~approximately $178,972 primarily ~~due to the net proceeds received from the share exchange agreement~~for purchase of property and equipment for the year ended April 30, ~~2020.~~2022.

Net cash provided by financing activities totaled $4,829,697 for the year ended April 30, 2023 primarily due to the sale of our common stock and warrants for approximately $4,800,000 in April 2023, net of offering costs. Net cash provided by financing activities totaled approximately $17.0 million and $4.3 million, net of issuance costs, for the years ended April 30, 2021 and 2020, respectively, primarily due to proceeds from the issuance of Series I Preferred Stock and warrants in August 2020 for approximately $5.5 million, proceeds from exercise of stock warrants for approximately $2.5 million and the registered direct sale of common stock and warrants in February 2021 for approximately $9.0 million$8,220,491 for the year ended April 30, ~~2021 as compared with net cash provided by financing activities~~2022 primarily due to the sale of ~~approximately $2.4 million from the issuance of preferred~~our common stock and warrants for approximately $7,200,000 in February 2022 and ~~approximately $1.9 million~~March 2022, net of offering costs and proceeds received from the ~~issuance~~exercise of ~~common stock for the year ended~~warrants of approximately $1,000,000 million.

~~We do~~2023, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

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

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

In preparing the consolidated financial statements, management is 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. Significant estimates made by management include, but are not limited to, valuation of mineral rights, stock-based compensation, the ~~assumptions used to~~ fair value of common, ~~stock issued and options granted,~~valuation of warrant liability, asset retirement obligations and the valuation of deferred tax assets and liabilities.

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. Pursuant to ASC 505, “Equity—Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third parties, compensation expense is determined at the measurement date, which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

ASU 2018-07 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. We chose to early adopt ASU 2018-07 in July 2018. The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

Costs of ~~lease, exploration,~~leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. ~~We expense~~The Company expenses all mineral exploration costs as ~~incurred as we are still in~~incurred. Where the ~~exploration stage. If we identify~~Company has identified proven and probable mineral reserves ~~in our investigation~~on any of ~~our~~its properties, development costs will be capitalized when all the following criteria have been met, a) the Company receives the requisite operating permits, b) completion of a favorable Feasibility Study and ~~upon~~c) approval from the Board of director’s authorizing the development of ~~a plan for operating a mine, we would enter~~ the ~~development stage and capitalize future~~ore body. Until such time all these criteria have been met the Company records pre-development costs ~~until production is established.~~to expense as incurred.

When a property reaches the production stage, the related capitalized costs ~~are~~will be amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. ~~We assess~~The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of ~~long-lived assets”~~Long-Lived Assets”, and evaluates its carrying value under ASC 930-360, “Extractive ~~Activities -~~ 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:~~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:

Leases to explore for or use of natural resources are outside the scope of ASU 2016-02, “Leases”.

The Company accounts for the warrants issued in March 2022 and April 2023, 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, the Company classifies these warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of these warrants are estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.

~~Not applicable.~~

We have audited the accompanying consolidated balance sheets of U.S. Gold Corp. and Subsidiaries (the “Company”) as of April 30, ~~2021~~2023 and ~~2020,~~2022, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended April 30, ~~2021,~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, ~~2021~~2023 and ~~2020,~~2022, and the results of its operations and its cash flows for each of the two years in the period ended April 30, ~~2021,~~2023, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical ~~Audit Matters~~audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have served as the Company’s auditor since ~~from~~ 2016 through 2018 and subsequently reappointed as the Company’s auditor in 2019.

							2023			2022
							April 30,
	April 30,						2023			2022
	2021			2020						(Revised)

ASSETS
CURRENT ASSETS:
Cash	$	13,645,405		$	2,749,957		$	7,822,930		$	9,111,512
Income tax receivable		-			219,072
Prepaid expenses and other current assets		430,360			212,718			610,140			787,902

Total current assets		14,075,765			3,181,747			8,433,070			9,899,414

NON - CURRENT ASSETS:
Property, net		172,222			133,371			490,925			349,917
Reclamation bond deposit		718,509			355,556			857,509			832,509
Operating lease right-of-use asset, net								32,080			64,064
Mineral rights		16,356,862			6,163,559			14,370,255			16,356,862

Total non - current assets		17,247,593			6,652,486			15,750,769			17,603,352

Total assets	$	31,323,358		$	9,834,233		$	24,183,839		$	27,502,766

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	619,038		$	154,381		$	346,718		$	1,080,405
Accounts payable - related parties		-			3,459
Operating lease liabilities, current portion								32,080			55,630

Total current liabilities		619,038			157,840			378,798			1,136,035

LONG- TERM LIABILITIES
Warrant liability								4,230,850			2,440,000
Asset retirement obligation		204,615			168,392			285,764			260,196
Operating lease liabilities, less current portion								-			8,734
Deferred tax laibility								430,486			430,486
Total long-term liabilities:								4,947,100			3,139,416

Total liabilities		823,653			326,232			5,325,898			4,275,451

Commitments and Contingencies								-			-

STOCKHOLDERS’ EQUITY :
Preferred stock, $0.001 par value; 50,000,000 authorized Convertible Series F Preferred stock ($0.001 Par Value; 1,250 Shares Authorized; none issued and outstanding as of April 30, 2021 and 2020)		-			-
Convertible Series G Preferred stock ($0.001 Par Value; 127 Shares Authorized; none and 57 issued and outstanding as of April 30, 2021 and 2020)		-			-
Convertible Series H Preferred stock ($0.001 Par Value; 106,894 Shares Authorized; none issued and outstanding as of April 30, 2021 and 2020)		-			-
Convertible Series I Preferred stock ($0.001 Par Value; 921,666 Shares Authorized; none issued and outstanding as of April 30, 2021 and 2020)		-			-
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 7,065,621 and 2,903,393 shares issued and outstanding as of April 30, 2021 and 2020)		7,065			2,903
Preferred stock, $0.001 par value; 50,000,000 authorized, none shares issued and outstanding as of April 30, 2023 and 2022								-			-
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 9,295,837 and 8,349,843 shares issued and outstanding as of April 30, 2023 and 2022)								9,296			8,350
Additional paid-in capital		74,467,686			41,093,050			84,799,263			81,555,379
Accumulated deficit		(43,975,046	)		(31,587,952	)		(65,950,618	)		(58,336,414	)

Total stockholders’ equity		30,499,705			9,508,001			18,857,941			23,227,315

Total liabilities and stockholders’ equity	$	31,323,358		$	9,834,233		$	24,183,839		$	27,502,766

	For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended
	April 30, 2021			April 30, 2020			April 30, 2023			April 30, 2022

Net revenues	$	-		$	-		$	-		$	-

Operating expenses:
Compensation and related taxes - general and administrative		3,334,227			1,366,168			1,793,426			2,287,020
Exploration costs		4,019,838			1,278,372			1,804,981			7,231,097
Professional and consulting fees		4,085,516			2,381,513			4,259,931			4,228,139
General and administrative expenses		947,513			661,442			1,542,328			1,205,786

Total operating expenses		12,387,094			5,687,495			9,400,666			14,952,042

Loss from operations		(12,387,094	)		(5,687,495	)		(9,400,666	)		(14,952,042	)

Loss before benefit for income taxes		(12,387,094	)		(5,687,495	)
Other income:
Gain from sale of asset								763,393			-
Interest income								4,906			-
Offering cost related to warrant liability								(279,487	)		(190,840	)
Change in fair value due to modification of warrants								(262,500	)		-
Change in fair value of warrant liability								1,560,150			1,212,000

Benefit from income taxes		-			438,145
Total other income								1,786,462			1,021,160

Loss before provision for income taxes								(7,614,204	)		(13,930,882	)

Provision for income taxes								-			-

Net loss		(12,387,094	)		(5,249,350	)	$	(7,614,204	)	$	(13,930,882	)

Deemed dividend related to beneficial conversion feature of preferred stock		(5,530,004	)		(2,086,212	)

Net loss applicable to U.S. Gold Corp. common shareholders	$	(17,917,098	)	$	(7,335,562	)

Net Loss per common share, basic and diluted	$	(3.80	)	$	(3.17	)
Net loss per common share, basic and diluted							$	(0.90	)	$	(1.92	)

Weighted average common shares outstanding - basic and diluted		4,712,755			2,316,610			8,413,849			7,253,760

		For the Year			For the Year			For the Year			For the Year
		Ended			Ended			Ended			Ended
		April 30, 2021			April 30, 2020			April 30, 2023			April 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(12,387,094	)	$	(5,249,350	)	$	(7,614,204	)	$	(13,930,882	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			22,886			10,730			36,505			34,794
Accretion			17,477			10,474			25,568			22,064
Amortization of right-of-use asset									52,456			40,031
Stock based compensation			3,602,493			1,266,177			1,308,633			1,669,987
Abandonment of mineral properties			56,329			-
Amortization of prepaid stock based expenses			40,105			160,377			367,250			530,194
Change in fair value of warrant liability									(1,560,150	)		(1,212,000	)
Change in fair value due to modification of warrants									262,500			-
Gain from sale of asset									(763,393	)		-
Changes in operating assets and liabilities:
Income tax receivable			219,072			(219,072	)
Prepaid expenses and other current assets			(151,497	)		240,166			512			(42,236	)
Reclamation bond deposit	��		(362,953	)		(16,109	)		(25,000	)		(114,000	)
Accounts payable and accrued liabilities			356,005			(88,959	)		(728,687	)		466,367
Accounts payable - related parties			(3,459	)		(12,177	)
Operating lease liability									(52,756	)		(39,731	)

NET CASH USED IN OPERATING ACTIVITIES			(8,590,636	)		(3,897,743	)		(8,690,766	)		(12,575,412	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of asset									2,750,000			-
Purchase of property and equipment									(177,513	)		(178,972	)

Purchase of property and equipment			(42,991	)		-
Proceeds received in connection with the share exchange agreement			2,500,000			159,063

NET CASH PROVIDED BY INVESTING ACTIVITIES			2,457,009			159,063
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES									2,572,487			(178,972	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of preferred stock and warrants, net of issuance cost			5,530,004			2,401,201
Issuance of common stock, net of offering costs			8,999,077			1,890,255			4,829,697			7,220,490
Issuance of common stock for exercise of warrants			2,499,994			-			-			1,000,001

NET CASH PROVIDED BY FINANCING ACTIVITIES			17,029,075			4,291,456			4,829,697			8,220,491

NET INCREASE IN CASH			10,895,448			552,776
NET DECREASE IN CASH									(1,288,582	)		(4,533,893	)

CASH - beginning of year			2,749,957			2,197,181			9,111,512			13,645,405

CASH - end of year		$	13,645,405		$	2,749,957		$	7,822,930		$	9,111,512

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	-		$	-		$	-		$	-
Income taxes		$	-		$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Issuance of common stock for accrued services		$	-		$	26,903		$	5,000		$	5,000
Issuance of common stock for prepaid services		$	106,250		$	-		$	190,000		$	845,500
Deemed dividends - Series F preferred stock		$	-		$	2,086,212
Deemed dividends - Series I preferred stock		$	5,530,004		$	-
Issuance of common stock in connection with conversion of preferred stock		$	2,011		$	-
Issuance of common stock in connection with the share exchange agreement		$	-		$	2,020,000
Assumption of liabilities in connection with the share exchange agreement		$	108,652		$	125,670
Increase in acquisition of mineral properties in connection with the share exchange agreement		$	10,249,632		$	1,986,607
Operating lease right-of-use asset and operating lease liability recorded upon adoption of ASC 842								$	-		$	104,095
Operating lease right-of-use asset and operating lease liability recorded upon lease modification								$	20,472		$	-
Increase in asset retirement cost and obligation		$	18,746		$	69,172		$	-		$	33,517
Initial valuation of warrant liability								$	3,088,500		$	3,652,000

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~On June 13, 2016,~~The Company’s CK Gold ~~King Corp. (“Gold King”), a private Nevada corporation, entered into an Agreement~~property contains proven and ~~Plan of Merger (the “Gold King Merger Agreement”) with the Company, the Company’s wholly-owned subsidiary Dataram Acquisition Sub, Inc., a Nevada corporation (“Acquisition Sub”),~~probable mineral reserves and all of the principal shareholders of Gold King. Upon closing of the transactions contemplated under the Gold King Merger Agreement (the “Gold King Merger”), Gold King merged with and into Acquisition Sub with Gold King as the surviving corporation and became a wholly-owned subsidiary of the Company. The Gold King Merger was treatedaccordingly is classified as a ~~reverse acquisition~~development stage property, as defined in subpart 1300 of Regulation S-K promulgated by the Securities and recapitalization, and the business of Gold King became the business of the Company. The financial statements are those of Gold King (the accounting acquirer) prior to the merger and include the activity of the Company (the legal acquirer) from the date of the Gold King Merger. Gold King is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada and Wyoming. The Company has a wholly owned subsidiary, U.S. Gold Acquisition Corporation, formerly Dataram Acquisition Sub, Inc.Exchange Commission (“~~U.S. Gold Acquisition”~~S-K 1300”)~~, a Nevada corporation which was formed in April 2016.~~

On May 23, 2017, the Company closed the Gold King Merger with Gold King. The Gold King Merger constituted a change of control and the majority of the board of directors changed with the consummation of the Gold King Merger. The Company issued shares of common stock to Gold King which represented approximately 90% of the combined company.

On September 10, 2019, the Company, 2637262 Ontario Inc., a corporation incorporated under the laws of the Providence of Ontario (“NumberCo”), and all of the shareholders of NumberCo (the “NumberCo Shareholders”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which, among other things, the Company agreed to issue to the NumberCo Shareholders 200,000 shares. None of the Company’s ~~common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly-owned subsidiary of the Company.~~

On March 17, 2020, the board of directors (the “Board”) of the Company approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”), and on March 18, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on March 19, 2020, and the Company’s common stock began trading on a split-adjusted basis when the market opened on March 20, 2020. Accordingly, all common stock and per share data are retrospectively restated to give effect of the split for all periods presented herein.

On August 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold King Acquisition Corp. (“Acquisition Corp.”), a wholly owned subsidiary of the Company, Northern Panther Resources Corporation (“Northern Panther” or “NPRC”) and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as a wholly-owned subsidiary of the Company (see Note 4).

~~None of the Company’s~~other properties contain proven and probable mineral reserves and all ~~of the Company’s~~ activities are exploratory in nature.

Unless the context otherwise requires, all references herein to the “Company” refer to U.S. Gold Corp. and its consolidated subsidiaries.

The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information, which includes the consolidated financial statements and presents the consolidated financial statements of the Company and its wholly-owned subsidiaries as of April 30, ~~2021.~~2023. All intercompany transactions and balances have been eliminated. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation.

In preparing the consolidated financial statements, management is 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. Significant estimates made by management include, but are not limited to, valuation of mineral rights, stock-based compensation, the fair value of common ~~and preferred~~ stock, valuation of ~~warrants,~~warrant liability, asset retirement obligations and the valuation of deferred tax assets and liabilities.

During the fiscal year 2021, the Company determined that it had not appropriately recorded a deferred tax liability related to the acquisition of mineral rights in August 2020. This resulted in an understatement of deferred tax liability and a corresponding understatement of provision for income taxes during fiscal year 2021. Based on an analysis of Accounting Standards Codification ASC 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company determined that these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. There was no effect on the statements of cash flows, statements of operations, and net loss for the year ended April 30, 2022.

The effect of this revision on the line items within the Company’s consolidated statements of changes in stockholders’ equity as of April 30, 2021, was as follows:

The Company has adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with U.S. GAAP, which requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s warrant liability for warrants issued in the definitive agreements (see Note 9) was estimated using a Monte Carlo simulation model using Level 3 inputs.

Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at April 30, 2023 and 2022. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates, at least annually, the rating of the financial institutions in which it holds deposits. At April 30, ~~2021~~2023 and ~~2020,~~2022, the Company had ~~no financial instruments or liabilities accounted for at fair value~~bank balances exceeding the FDIC insurance limit on ~~a recurring basis or nonrecurring basis.~~interest bearing accounts.

Prepaid expenses and other current assets of ~~$430,360~~$610,140 and ~~$212,718~~$787,902 at April 30, ~~2021~~2023 and ~~2020,~~2022, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash and equity instruments for consulting, public relations, business advisory services, insurance premiums, mining claim fees, ~~drilling~~easement fees, options fees, and mineral lease fees which are being amortized over the terms of their respective agreements.

Property is carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally ~~ten years.~~three to five years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not recognize any impairment during the years ended April 30, ~~2021~~2023 and ~~2020.~~2022.

Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as ~~incurred as it is still in the exploration stage. If~~incurred. Where the Company ~~identifies~~has identified proven and probable mineral reserves ~~in its investigation~~on any of its properties, development costs will be capitalized when all the following criteria have been met, a) the Company receives the requisite operating permits, b) completion of a favorable Feasibility Study and ~~upon~~c) approval from the Board of director’s authorizing the development of ~~a plan for operating a mine, it would enter~~ the ~~development stage and capitalize future~~ore body. Until such time all these criteria have been met the Company records pre-development costs ~~until production is established.~~to expense 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 ~~not established the commercial feasibility of any exploration prospects; therefore,~~expensed all exploration and pre-development costs ~~are being expensed.~~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.

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

● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Leases to explore for or use of natural resources are outside the scope of ~~ASU 2016-02,~~ASC 842, “Leases”.

ASU 2018-07 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. The Company chose to early adopt ASU 2018-07 in July 2018. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures.

Warrants are accounted for in accordance with the applicable accounting guidance provided in ASC 815, “Derivatives and Hedging” (“ASC 815”) as either derivative liabilities or as equity instruments, depending on the specific terms of the agreements. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Instruments that are classified as liabilities are recorded at fair value at each reporting period, with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations.

The Company assessed the classification of its outstanding common stock purchase warrants as of the date of issuance and determined that such instruments, except for the warrants discussed under Warrant Liability below, met the criteria for equity classification under the guidance in ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Feature”. The Company has no outstanding warrants that contain a “down round” feature under Topic 815 of ASU 2017-11.

The Company accounts for ~~its convertible preferred stock~~the 625,000 warrants and 870,000 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 ~~provisions of ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), which sets forth the standards~~criteria for ~~how an issuer classifies~~equity treatment and ~~measures certain financial instruments with characteristics of both liabilities and equity. ASC 480 requires an issuer to classify a financial instrument that is within the scope of ASC 480~~must be recorded as a liability ~~if such financial instrument embodies an unconditional obligation to redeem~~(see Note 9). Accordingly, the ~~instrument at a specified date and/or upon an event certain to occur. During the years ended April 30, 2021 and 2020, the Company’s convertible preferred shares were accounted for~~Company classifies these warrant instruments as ~~equity, with no liability recorded. There were no outstanding preferred stock as of April 30, 2021.~~

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measuredliabilities at fair value ~~under otherwise applicable generally accepted accounting principles with changes~~and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value ~~reported~~will be recognized in ~~earnings as they occur and (c) a separate instrument with~~ the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, a beneficial conversion feature (“BCF”) related to the issuanceCompany’s statement of ~~convertible debt and equity instruments that have conversion features at fixed rates that are in-the-money when issued, and the~~operations. The fair value of these warrants are estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.

Offering costs incurred consisted of legal, placement agent fees and other costs that were directly related to registered direct offerings. Offering costs were allocated to the separable financial instruments issued in ~~connection with those instruments. The BCF for~~ the ~~convertible instruments is recognized and measured by allocating a portion of~~registered direct offering based on the same proportion as the proceeds ~~to warrants, based on their relative fair value, and as a reduction~~were allocated to the ~~carrying amount~~warrants and equity. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs related to warrant liability in the consolidated statements of ~~the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection~~operations. Offering costs associated with the ~~BCF and warrant valuation are recognized (a) for convertible debt as interest expense over the term~~sale of ~~the debt, using the effective interest method or (b) for convertible preferred stock as dividends at the time the stock first becomes convertible.~~common shares were charged against equity.

Asset retirement obligations (“ARO”), consisting primarily of estimated reclamation costs at the Company’s CK Gold, Keystone and ~~Keystone~~Maggie Creek properties, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. AROs are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its AROs annually or more frequently at interim periods if deemed necessary.

The reporting and functional currency of the Company is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Translation adjustments, and transaction gains or losses, have not had, and are not expected to have, a material effect on the results of operations of the Company and are included in general and administrative expenses.

The Company accounts for leases in accordance with ASC Topic 842, Leases. Operating lease right of use assets (“ROU”) represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for re-measurement. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.

The Company accounts for income taxes pursuant to the provision of ASC ~~740-10,~~740, “Accounting for Income Taxes” (“ASC ~~740-10”~~740”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10, “Accounting for Uncertain Income Tax Positions” (“ASC 740-10”). When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits or for any related interest and penalties. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense.

The Company ~~has adopted~~follows ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service and state taxing authorities, generally for three years after they are filed.

The Consolidated Balance Sheets include a tax refund receivable of $219,072 as of the period ended April 30, 2020, under the Tax Cuts and Jobs Act of 2017 for carryovers of previously paid alternative minimum tax by Dataram Corporation (see Note 11). On March 1, 2021, the Company collected $219,072 of the income tax receivable which was recorded as of April 30, 2020.

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material effect on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an effect on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In ~~December 2019, the~~June 2022, FASB issued ~~Accounting Standards Update~~ASU 2022-03, Fair Value Measurement (Topic 820) (“~~ASU”~~ASU 2022-03”) ~~2019-12, “Simplifying~~. The amendments in ASU 2022-03 clarify that a contractual restriction on the ~~Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to~~sale of an equity security is not considered part of the ~~approach for intra-period tax allocation,~~unit of account of the ~~methodology for calculating income taxes~~equity security and, therefore, is not considered in ~~an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance~~measuring fair value. The amendments also ~~requires~~clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to ~~reflect the effect of an enacted change~~contractual sale restrictions. The provisions in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 isthis Update are effective for ~~interim and annual periods~~fiscal years beginning after December 15, ~~2020, with~~2024. Early adoption is permitted. The Company does not expect to early ~~adoption permitted.~~adopt this ASU. The Company does not expect the adoption of this ~~guidance~~standard to have a significant impact on its consolidated financial statements.

On January 1, 2023, the Company adopted FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. Adoption of this standard did not have a material impact on the Company’s consolidated financial ~~statements.~~

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2021, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The standard can be adopted under the modified retrospective method or the full retrospective method. ~~The Company expects that this guidance will not have a material impact on the Company’s consolidated financial statements.~~

In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470) - Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, or ASU 2020-09, to reflect the SEC’s amended disclosure rules for guaranteed debt securities offerings. The final rule amends the disclosure requirements in SEC Regulation S-X, Rule 3-10, which require entities to separately present financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. The amended rule allows entities to provide summarized financial information of the parent company and its issuers and guarantors on a combined basis either in a note to the financial statements or ~~as part of management’s discussion and analysis. ASU 2020-09 is effective for filings on or after January 4, 2021, with early adoption permitted.~~ ~~The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.~~disclosures.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of April 30, ~~2021,~~2023, the Company had cash of approximately ~~$13.6~~$7.8 million, working capital of approximately ~~$13.5~~$8.1 million which consists primarily of cash and an accumulated deficit of approximately ~~$44.0~~$66 million. The Company had a net loss and cash used in operating activities of approximately ~~$12.4~~$7.6 million and ~~$8.6~~$8.7 million, respectively, for the year ended April 30, ~~2021.~~2023. As a result of the utilization of cash in its operating activities, and the development of its assets, the Company has incurred losses since it commenced ~~exploration~~ operations. The Company’s primary source of operating funds since inception has been equity financings. As noted in Note 10, in April 2023, the Company completed a registered offering which raised total gross proceeds of approximately $5.0 million before deducting fees and other estimated offering expenses. As of the date of filing the annual report for the year ended April 30, ~~2021,~~2023, the Company ~~had~~may have sufficient cash to fund its ~~operations for approximately 9~~corporate activities and general and administrative costs and currently undertaken project activities related to ~~12 months~~permitting and ~~expects that it would be required~~engineering studies. However, in order to advance any of its projects past the aforementioned objectives the Company does not have sufficient cash and will need to raise additional funds to fund its operations thereafter. The ongoing COVID-19 pandemic has and may continue to adversely impact the Company’s business, as the Company’s operations are based in and rely on third parties located in areas affected by the pandemic.funds. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements.

Additionally, on February 1, 2021, the Company closed the transaction under the securities purchase agreement (the “February 2021 Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”). Pursuant to the February 2021 Purchase Agreement, the Company issued and sold to the Purchasers (i) in a registered direct offering (the “Offering”) an aggregate of 914,136 shares of the Company’s common stock at a price of $10.54 per share and (ii) in a concurrent private placement warrants to purchase an aggregate of 457,068 shares of common stock at an exercise price of $14.50 per share for aggregate gross proceeds from the Offering of approximately $9.6 million (see Note 8).

~~There can be no assurance that the Company will be able to raise additional capital or if the terms will be favorable.~~

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

AsThe Company’s CK Gold property contains proven and probable mineral reserves and accordingly is classified as a development stage property, as defined in subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission (“S-K 1300”). None of the ~~date of these consolidated financial statements, the Company has not established any~~Company’s other properties contain proven orand probable mineral reserves ~~on its mineral properties~~ and ~~has incurred only acquisition costs and exploration costs.~~all activities are exploratory in nature.

The Company, through its wholly-owned subsidiary, Gold King Corp., a Nevada corporation, owns the Copper King gold and copper development project (the “CK Gold ~~Project”~~Property”), which is comprised of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases covering an area of approximately 1.8 square miles located in the Silver Crown Mining District of southeast Wyoming.

On July 2, 2014, the Company entered into an Asset Purchase Agreement whereby the Company acquired certain mining leases and other mineral rights comprising the CK Gold Project. The purchase price consisted of (a) cash payment in the amount of $1.5 million and (b) closing shares calculated at 50% of the issued and outstanding shares of the Company’s common stock and valued at $1.5 million. In accordance with ASC 360-10, “Property, Plant, and Equipment”, assets are recognized based on their cost to the acquiring entity, which generally includes the transaction costs of the asset acquisition. Accordingly, the Company recorded a total cost of the acquired mineral properties of $3,091,738 at the date of purchase, which included the purchase price ($3,000,000) and related transaction costs.

The Company, through its wholly-owned subsidiary, U.S. Gold Acquisition Corporation, ~~(“USGAC”), a Nevada corporation,~~ acquired the mining claims comprising the Keystone ~~Project on May 27, 2016 from Nevada Gold Ventures, LLC (“Nevada Gold”) and Americas Gold Exploration, Inc. under the terms of a purchase and sale agreement. At the time of purchase, the~~Project. The Keystone Project ~~consisted~~consists of ~~284~~601 unpatented lode mining claims situated in Eureka County, Nevada. The purchase price for the Keystone Project consisted of cash payment in the amount of $250,000, shares of common stock at the fair value of $555,000 and options valued at $184,968 at the time of acquisition.

Accordingly, at the date of acquisition, the Company recorded a total cost of the acquired mineral properties of $1,028,885 which includes the purchase price ($989,968) and related transaction cost ($38,917). Some of the Keystone Project claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, under the terms of the purchase and sale agreement, Nevada Gold retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. Under the terms of the Purchase and Sale Agreement, the Company may buy down one percent (1%) of the royalty from Nevada Gold at any time through the fifth anniversary of the closing date for $2,000,000 which the Company did not exercise. The Company may buy down an additional one percent (1%) of the royalty anytime through the eighth anniversary of the closing date for $5,000,000.

In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and USGAC, pursuant to which Nevada Gold sold and USGAC purchased all rights, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada. The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479, which was paid in August 2017, and (b) shares of common stock of the Company, which were issued in August 2017, valued at $35,850. During the year ended April 30, 2021, the Company did not renew the mineral claims on the Gold Bar North mineral properties and as such the Company recorded an abandonment expense of $56,329 included in general and administrative expenses in the accompanying consolidated statements of operations.

On September 10, 2019, the Company, NumberCo and the NumberCo Shareholders, entered into the Share Exchange Agreement, pursuant to which, among other things, the Company agreed to issue to the NumberCo Shareholders 200,000 shares of the Company’s common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly owned subsidiary of the Company.

~~NumberCo owns all of the issued and outstanding shares of Orevada Metals Inc. (“Orevada”), a corporation under the laws of the state of Nevada. At the time of acquisition,~~ Consequently, the Company acquired ~~from NumberCo cash of $159,063, and assumed liabilities consisting of accounts payable totaling $125,670. As~~ a ~~result, the Company acquired Orevada’s right to an~~certain option agreement ~~dated in February 2019 (the “Option Agreement”). The Option Agreement grants Orevada~~for the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada ~~by completing a $4.5 million in exploration~~

On November 9, 2022, the Company entered into an Assignment and ~~development expenditures~~Assumption Agreement (the “Assignment and Assumption Agreement”) with and among Orevada Metals, Inc., the Company’s indirectly wholly-owned subsidiary (“~~Initial Earn-in”~~Orevada”), Nevada Gold Mines LLC (“NGM”), Orogen Royalties Inc. (“Orogen”) and ~~payment to~~ Renaissance Exploration, Inc., a wholly-owned subsidiary of Orogen (“~~Renaissance”~~RenEx”)~~, the grantor, of $250,000.~~ whereby Orevada ~~may elect within 60 days after making the $250,000 payment, to increase~~assigned its interest in that certain Exploration Earn-In Agreement with RenEx, dated February 19, 2019 (the “Original Earn-In Agreement”), to NGM. Pursuant to the Original Earn-In Agreement, Orevada, by making certain payments and incurring certain exploration expenditures, had the right to earn at least a 50% interest and up to a 70% interest in the Maggie Creek Property, owned by RenEx, in Eureka County, Nevada. Simultaneous with this assignment, NGM and RenEx entered into an ~~additional 20% (total~~Amended and Restated Exploration Earn-In Agreement, pursuant to which NGM can earn a 100% interest ~~of 70%) by producing a feasibility study by~~in the ~~end~~Maggie Creek Property (the “NGM Option”).

As consideration for the assignment of the ~~ninth year~~Original Earn-In Agreement to NGM, U.S. Gold received an upfront cash payment of $2,750,000 from NGM, and NGM agreed that if it exercises the NGM Option and acquires the Maggie Creek Property, it will grant to U.S. Gold a 0.5% Net Smelter Returns royalty on all gold and other recovered and saleable minerals from the Maggie Creek Property (the “U.S. Gold Royalty”), pursuant to a separate royalty agreement (the “U.S. Gold Royalty Agreement”) between NGM and the Company, the terms of which have been fully agreed as part of this assignment. Under the U.S. Gold Royalty Agreement, NGM will have the right to buy back one-half of the ~~Option Agreement. As~~U.S. Gold Royalty (reducing the royalty to 0.25% of ~~April 30, 2021, approximately $5,200~~Net Smelter Returns) for a fixed price of ~~expenditures have been incurred against~~$500,000. In addition, the ~~Option Agreement.~~

~~Pursuant to ASU 2017-01 and ASC 805, each titled “Business Combinations”,~~U.S. Gold Royalty Agreement will provide that the Company ~~analyzed~~waives the ~~Share Exchange~~first $800,000 of production royalty payments owed to it, regardless of whether NGM exercises its buy-back rights. Under the U.S. Gold Royalty Agreement, NGM will also have a right of first refusal to ~~determine~~purchase the U.S. Gold Royalty if the Company ~~acquired~~decides to sell that royalty. Under the U.S. Gold Royalty Agreement, NGM will also have a ~~business or assets. Based on this analysis, it was determined that~~right of first refusal to purchase the U.S. Gold Royalty if the Company ~~acquired assets, primarily consisting~~decides to sell that royalty. Accordingly, the Company recognized gain from sale of ~~cash and~~asset of $763,393 during the ~~right to an Option Agreement. The Company excluded the cash received~~year ended April 30, 2023 as reflected in the ~~determination~~accompanying consolidated statements of operations in connection with the ~~gross assets~~Assignment and concluded that the right to the Option Agreement represents substantially all of the fair value of the gross assets acquired. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business.Assumption Agreement.

The monetary value of the 200,000 shares issued to the NumberCo Shareholders was deemed by the Company to be $2,020,000. In accordance with ASC 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable.

The 200,000 shares issued to the NumberCo Shareholders were valued at $2,020,000, or $10.10 per share, the fair value of the Company’s common stock based on the quoted trading price on the date of the Share Exchange Agreement (see Note 8). No goodwill was recorded as the Share Exchange Agreement was accounted for as an asset purchase.

The relative fair value of the assets acquired and liabilities assumed were based on management’s estimates of the fair values on September 10, 2019, the date of the Share Exchange Agreement. Based upon the purchase price allocation, the following table summarizes the estimated relative fair value of the assets acquired and liabilities assumed at the date of acquisition:

On August 10, 2020, the Company entered into the Merger Agreement with Acquisition Corp., NPRC and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as a wholly-owned subsidiary of the ~~Company (such transaction, the “Merger”).~~

At the closing of the Merger, which occurred on August 11, 2020, the shares of common stock of NPRC outstanding immediately prior to the Merger (other than shares held as treasury stock) were converted into and represent the right to receive (i) 581,053 shares of the Company’s common stock and (ii) 106,894 shares of the Company’s Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock” and, together with the common stock, the “Merger Consideration”), which Series H Preferred Stock was convertible into common stock on a 1 for 10 basis (see Notes 8). On November 13, 2020, the Company issued an aggregate of 1,068,940 shares of the Company’s common stock in exchange for the conversion of all 106,894 outstanding shares of Series H Preferred Stock.

~~Pursuant to ASU 2017-01 and ASC 805, the Company analyzed the Merger Agreement to determine if~~Company. Consequently, the Company acquired ~~a business or acquired assets. Based on this analysis, it was determined that the Company acquired assets primarily consisting of 1) cash and 2)~~ mineral rights on a gold exploration project in Idaho called the Challis Gold ~~exploration project~~.project. The ~~Company excluded the cash received in the determination of the gross assets and concluded that the mineral right-~~ Challis Gold project ~~represents substantially all of the fair value of the gross assets acquired. If substantially all of the fair value of the gross assets acquired is concentrated~~contains 77 unpatented lode mining claims in ~~a single identifiable asset or group of similar identifiable assets, the asset is not considered a business.~~Lemhi County, Idaho covering approximately 1,710 acres.

In accordance with ASC 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. Accordingly, the total consideration given consist of the shares of common stock and common stock equivalents of 1,650,000 shares, valued at the Volume Weighted Average Price for the 30-day period immediately prior to the date of the Merger Agreement of $7.6612 per share of common stock, or $12,640,980. Net assets purchased consist of:

For the years ended April 30, ~~2021~~2023 and ~~2020,~~2022, depreciation expense amounted to ~~$22,886~~$36,505 and ~~$10,730,~~$34,794, respectively.

In conjunction with various permit approvals permitting the Company to undergo exploration activities at the CK Gold, Keystone and Maggie Creek ~~Project Projects,~~projects, the Company has recorded an ARO based upon the reclamation plans submitted in connection with the various permits. The following table summarizes activity in the Company’s ARO for the ~~periods~~years presented:

For the years ended April 30, ~~2021~~2023 and ~~2020,~~2022, accretion expense amounted to ~~$17,477~~$25,568 and ~~$10,474,~~$22,064, respectively.

NOTE 7 ~~— RELATED PARTY TRANSACTIONS~~– OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

On ~~April 16, 2019,~~May 1, 2021, the Company entered into a ~~one-year consulting~~lease agreement for its lease facility in Cheyenne, Wyoming. The term of the lease is for a two-year period from May 2021 to May 2023 starting with a ~~director~~monthly base rent of $1,667. The Company has an option to renew the lease for an additional three years beyond the primary term. The Company typically excludes options to extend the lease in a lease term unless it is reasonably certain that the Company will exercise the option and when doing so is in the Company’s sole discretion. The base rent is subject to an annual increase as defined in the lease agreement. In addition to the monthly base rent, the Company is charged separately for common area maintenance which is considered a non-lease component. These non-lease component payments are expensed as incurred and are not included in operating lease assets or liabilities. On January 30, 2023, the Company entered into a lease amendment effective as of May 1, 2023 to extend this lease for a period of one year expiring April 30, 2024 with an option to renew the lease for an additional one year term. The monthly base rent will be $1,768. The Company accounted for the lease extension as a lease modification under ASC 842. On January 30, 2023, the effective date of modification, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $20,472 based on the net present value of lease payments discounted using an incremental borrowing rate of 8%.

On September 1, 2021, the Company entered into a lease agreement for a facility in Cheyenne, Wyoming. The term of the lease is for a two-year period from September 2021 to August 2023. The monthly base rent was $3,100 and was lowered to $2,950 starting in March 2022. The Company has an option to renew the lease for ~~providing services~~an additional two years upon giving a written notice from 60 to 120 days prior to the expiration of the initial term of this lease. The Company typically excludes options to extend the lease in a lease term unless it is reasonably certain that the Company will exercise the option and when doing so is in the Company’s sole discretion.

During the years ended April 30, 2023 and 2022, lease expense of approximately $56,000 and $44,200, respectively, was included in general and administrative expenses as reflected in the accompanying consolidated statements of operations.

The weighted average remaining lease term for the operating leases is 0.67 years and the weighted average incremental borrowing rate is 8.0% at April 30, 2023.

The following table includes supplemental cash and non-cash information related to ~~investor and strategic introduction to potential industry partners. In consideration for the services, the consultant was paid $3,750 per month in cash, and total shares of~~ the Company’s ~~common stock with a value of $45,000. In~~lease:

Minimum lease payments under non-cancelable operating leases at April ~~2019, the Company issued 4,592 shares of the Company’s common stock, valued at $45,000 at the market price on the dates of grant, in connection with this consulting agreement.~~ 30, 2023 are as follows:

On January 7, 2021, the Company entered into ~~another~~a one-year agreement (“January 2021 Agreement”) with ~~the~~a director providing for an annual fee of ~~$86,000~~$86,000 consisting of shares of the Company’s common stock with a value of ~~$50,000~~$50,000 and cash payments of ~~$36,000~~$36,000, which is paid ~~$3,000~~$3,000 per month. In January 2021, the Company issued 3,222 shares of common stock pursuant to the January 2021 ~~Agreement (see Note 8)~~Agreement. The Company and the consultant mutually agree to extend the term of the agreement from January 2022 to January 2023 under the same terms as the initial agreement (the “January 2022 Agreement”). ~~The~~In January 2022, the Company issued 5,814 shares of common stock pursuant to the January 2022 Agreement. During the years ended April 30, 2023 and 2022, the Company paid consulting fees ~~to such director of $15,750 and $45,000~~ in cash ~~during~~of $24,000 and $36,000, respectively. Effective December 31, 2022, the ~~year ended April 30, 2021 and 2020, respectively.~~

~~Accounts payable to related parties as of April 30, 2021 and 2020 was $0 and $3,459, respectively, and was reflected as accounts payable – related party in~~director resigned from the ~~accompanying consolidated balance sheets. The related party to which accounts were payable as of April 30, 2020 was~~Board. Accordingly, the ~~former Chief Financial Officer, who was owed a total of $3,459 (including $2,700 payable in~~Company issued 7,927 shares of common ~~stock).~~

~~On September 16, 2020,~~stock in connection with vested RSU’s on the ~~Company and David Rector, the Company’s former Chief Operating Officer, agreed by mutual understanding, that Mr. Rector’s employment as an officer and employee~~date of ~~the Company was terminated, effective as of October 31, 2020~~resignation (see Note 8)10). In connection with Mr. Rector’s departure, the Company entered into a General Release and Severance Agreement with Mr. Rector, pursuant to which Mr. Rector provided certain transition services to the Company from the Separation Date until December 31, 2020. The Company paid consulting fees to Mr. Rector of $30,000 in cash after his termination.

On March 19, 2021, the Company and Edward Karr, the Company’s former Executive Chairman, agreed by mutual understanding, that Mr. Karr’s employment as an officer and employee, and his service as a member of the ~~board of directors, of the Company~~Board was terminated, effective March 19, 2021. In connection with Mr. Karr’s departure, the Company entered into a General Release and Severance Agreement with Mr. Karr, as amended, pursuant to which Mr. Karr ~~will provide~~provided certain transition services to the Company through the Separation Date. Pursuant to the Separation Agreement, Mr. Karr ~~will be~~is entitled to receive any equity awards granted to Mr. Karr by the Company. Additionally, on March 19, 2021, the Company entered into a one-year agreement (“(the “Karr March 2021 Agreement”) for general corporate advisory services to be provided by Mr. Karr for an annual fee of ~~$180,000~~$180,000 consisting of shares of the Company’s common stock with a value of ~~$60,000~~$60,000 and cash payments of ~~$120,000~~$120,000, which is paid ~~$10,000~~$10,000 per month. In January 2022, the Company’s Board approved the renewal of the Karr March 2021 Agreement for an additional year under the same terms as the initial period (the “Karr March 2022 Agreement”). In March 2023, the Company entered into a consulting agreement to extend the term for another 12 months. In April 2022, the Company issued 5,168 and 7,353 shares of common stock pursuant to the Karr March 2021 and March 2022 Agreements, respectively. Additionally, on January 24, 2022, the Company issued an aggregate of 13,564 RSU’s and granted 5,310 five-year options to purchase the Company’s common stock to Mr. Karr for consulting services rendered. In March 2023, the Company issued 15,424 shares of common stock pursuant to the March 2023 consulting agreement. The Company paid consulting fees to Mr. Karr of ~~$16,371~~$120,000 in cash for both periods during the years ended April 30, 2023 and 2022.

On March 10, 2021, the Company entered into a one-year consulting agreement (“March 2021 Agreement”) with an individual who subsequently was appointed as a director of the Company on May 18, 2022, providing for an annual fee of $250,000 consisting of shares of the Company’s common stock with a value of $130,000 and cash payments of $120,000, which is paid $10,000 per month. The Company and the consultant mutually agreed to extend the term of the agreement from March 2022 to March 2023 under the same terms as the initial agreement (the “March 2022 Agreement”). In March 2023, the Company entered into a consulting agreement to extend the term for another 12 months. In April 2022 and March 2023, the Company issued 14,286 shares and 33,419 shares of common stock, respectively, pursuant to the agreements. The Company paid consulting fees to such director of $120,000 in cash during the year ended April 30, ~~2021~~2023. Additionally, as of April 30, 2023, the Company recorded accounts payable and ~~recorded~~ accrued expenses ~~of $7,500 in connection with the March 2021 consulting agreement~~totaling $33,035 due to such director and ~~reflected~~was included in accounts payable and accrued liabilities.

As of April 30, 2023 and 2022, the Company’s warrant liabilities were valued at $4,230,850 and $2,440,000, respectively. Under the guidance in ASC 815-40, certain warrants do not meet the criteria for equity treatment. As such, these warrants are recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying consolidated ~~balance sheets.~~statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. The Company utilized a Monte Carlo Simulation model to estimate the fair values of the April 2023 and March 2022 warrants, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration. The Company determined the fair value by using the following key inputs to the Monte Carlo Simulation Model:

The Company accounted for the 625,000 warrants issued on March 18, 2022 in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and was recorded as a liability. The initial valuation of these warrants were valued at $3,652,000 on March 18, 2022. Additionally, the Company accounted for the 870,000 warrants issued on April 10, 2023 (see Note 10) in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and was recorded as a liability at an initial valuation of $3,088,500. On April 10, 2023, the Company agreed to amend, effective as of the closing of the registered offering, certain existing warrants to purchase up to 625,000 shares of the Company at an exercise price of $8.60 per share and a termination date of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of October 10, 2028. Accordingly, the Company recognized a change in fair value due to modification of warrants of $262,500 during the year ended April 30, 2023 as reflected in the accompanying consolidated statements of operations.

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the years ended April 30, 2023 and 2022:

As of April 30, ~~2021,~~2023, authorized capital stock consisted of 200,000,000 shares of common stock, par value ~~$0.001~~$0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value ~~$0.001~~$0.001 per share, of which 1,300,000 shares are designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series B Convertible Preferred Stock, 45,002 shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as Series D Convertible Preferred Stock, 2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated as Series F Preferred Stock, 127 shares are designated as Series G Preferred Stock, 106,894 shares are designated as Series H Preferred Stock, and 921,666 shares are designated as Series I Preferred Stock. The Company’s Board has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock.

There were no shares of Preferred Stock outstanding as of April 30, ~~2021~~2023 and ~~2020~~2022.

On ~~June 20, 2019,~~February 14, 2022, the Company ~~sold, under the terms of~~entered into a securities purchase agreement (the ~~“June 2019~~“Securities Purchase Agreement”) ~~dated June 19, 2019, 1,250 Series F Preferred units for an aggregate purchase price of $2,500,000, or $2,000 per unit. Each unit consisted of one (1) share of 0% Series F Preferred Stock~~with certain institutional and ~~87 Class X Warrants on~~accredited investors in connection with a registered ~~basis and 175 Class A Warrants on an unregistered basis. The Series F Preferred Stock contains no redemption feature. The Company sold a total~~direct offering of ~~1,250~~384,741 shares of Series F Preferred Stock, 219,375 Class A Warrants and 109,750 Class X Warrants under the June 2019 Purchase Agreement. Each share of Series F Preferred Stock, at the option of the holder at any time, was convertible into the number of shares of common stock of the Company determined by dividing the $2,000 (the stated value per share of the Series F Preferred Stock) by a conversion price of $11.40 per share (approximately 219,375 shares of common stock), subject to adjustment. Each Class X Warrant was exercisable to acquire one share of the Company’s common stock ~~and one Class Y Warrant~~ at ~~an exercise~~a price of ~~$11.40, for a period of six (6) months from the date of issuance. Class X Warrants expired on December 19, 2019. Each Class Y Warrant was exercisable~~$6.50 per share and warrants to ~~acquire one share~~purchase 192,370 shares of the Company’s common stock at an exercise price of ~~$11.40~~$8.00 per share ~~commencing~~(the “Registered Offering”). The warrants are exercisable immediately following issuance and will expire five years from the issuance date. The aggregate gross proceeds of the Registered Offering was $2,500,817 before deduction of legal related offering expenses of $30,767. The closing of the Registered Offering occurred on February 16, 2022.

On March 15, 2022, the Company entered into a definitive agreement with a single institutional investor in connection with a registered direct offering of 625,000 shares of the Company’s common stock at a price of $8.00 per share and warrants to purchase 625,000 shares of the Company’s common stock. The exercise price was $8.60 per share (the “Securities”), resulting in total gross proceeds of $5 million before the deduction of placement agent fees of $415,000 and legal related offering expenses of $25,399 for a total of $440,399. The warrants were exercisable six ~~(6)~~ months ~~from~~following the date of issuance ~~(the “Initial Exercise Date”)~~ and ~~would have expired on a date that is~~were to expire 5 years following the ~~five (5) year anniversary~~initial exercise date. The closing of the ~~Initial Exercise Date. No Class X Warrant~~sale of the Securities occurred on March 18, 2022. Pursuant to ASC 470-20-25, if the warrants are classified as liability, the proceeds should be allocated first to the warrants based on their fair value (not relative fair value). The residual should be allocated to the remaining equity instruments.

These 625,000 warrants were recorded as warrant liability as of April 30, 2022 (see Note 9) and was ~~exercised prior~~allocated to ~~its expiration~~the proceeds as follows:

Additionally, on April 10, 2023, the Company agreed to amend, effective as of the closing of a registered offering (see below), these 625,000 warrants at an exercise price of $8.60 per share and ~~as such, no Class Y Warrants were issued. Each Class A Warrant is exercisable~~a termination date of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of April 10, 2028. Accordingly, the Company recorded a change in fair value due to ~~acquire one~~modification of warrants of $262,500 during the year ended April 30, 2023.

On April 10, 2023, the Company entered into a definitive agreement with a single institutional investor in connection with a registered direct offering of 870,000 shares of the Company’s common stock at a price of $5.75 per share and warrants to purchase 870,000 shares of the Company’s common stock at an exercise price of $11.40 per share, commencing six (6) months from the date of issuance and will expire on a date that is the five (5) year anniversary of the date of issuance. The Company incurred $98,799 in offering costs for this placement.

The fair value of the Series F Preferred Stock and warrants if converted on the date of issuance was greater than the value allocated to the Series F Preferred Stock and warrants. As a result, the Company recorded a BCF of approximately $2.0 million that the Company recognized as deemed dividend to the preferred stockholders and accordingly, an adjustment to net loss to arrive at net loss available to common stockholders and a corresponding increase in additional paid in capital upon issuance of the Series F Preferred Stock and warrants. The Company accounted for the deemed dividend resulting from the issuance of Series F Preferred Stock and warrants using the relative fair value method (see Note 2).

The June 2019 Purchase Agreement includes customary representations, warranties and covenants by the Company and provides for indemnification of the purchasers against certain liabilities, including liabilities incurred as a result of or relating to any breach of the representations, warranties, covenants or agreements made by the Company in the June 2019 Purchase Agreement. The Company assessed the classification of these warrants and determined that such instruments met the criteria for equity classification under the guidance in ASC 815.

During the three months ended July 31, 2019, the Company issued an aggregate of 108,070 shares of the Company’s common stock in exchange for the conversion of 616 shares of the Company’s Series F Preferred Stock.

During the three months ended October 31, 2019, the Company issued an aggregate of 63,860 shares of the Company’s common stock in exchange for the conversion of 364 shares of the Company’s Series F Preferred Stock.

During the three months ended April 30, 2020, the Company issued an aggregate of 25,088 shares of the Company’s common stock in exchange for the conversion of 143 shares of the Company’s Series F Preferred Stock. After the conversion of these shares, there remained 127 shares of Series F Convertible Preferred Stock outstanding, which were exchanged for Series G Convertible Preferred Stock.

~~As of April 30, 2021 and 2020, all Series F Preferred Stock had converted and there were no shares of Series F Preferred Stock outstanding.~~

On March 29, 2020, concurrent with the issuance of shares of common stock and warrants for cash, the Company entered into an exchange agreement with holders of shares of the Series F Preferred Stock pursuant to which the remaining 127 shares of the Company’s Series F Preferred Stock were exchanged for 127 shares of the Series G Preferred Stock at a stated value of $2,000 per share, the same as the Series F Convertible Preferred Stock. The Series G Preferred Stock had substantially the same terms as that of the Series F Preferred Stock except the conversion price of the Series G Preferred Stock was $5.60 per share, for a total of 45,357 common shares.

~~During April 2020, the Company issued an aggregate of 25,000 shares of the Company’s common stock in exchange for the conversion of 70 shares of Series G Preferred Stock.~~

As a result of the exchange, the Company recorded approximately $64,000 of deemed dividend to the preferred stockholders and accordingly, an adjustment to net loss to arrive at net loss available to common stockholders and a corresponding increase in additional paid in capital upon issuance of the Series G Preferred Stock. The Company accounted for the deemed dividend resulting from the exchange of Series F Preferred Stock into Series G Preferred Stock in accordance with ASC 470-50 and ASC 260-10-S99-2.

As of April 30, 2020, there were 57 shares of Series G Preferred Stock outstanding. During the year ended April 30, 2021, the Company issued an aggregate of 20,357 shares of the Company’s common stock in exchange for the conversion of 57 shares of Series G Preferred Stock. As of April 30, 2021, all Series G Preferred Stock had converted and there were no shares of Series G Preferred Stock outstanding.

On August 10, 2020, the Company entered into the Merger Agreement with Acquisition Corp., NPRC and the Stockholder Representative named therein, pursuant to which the Company agreed to issue (i) 581,053 shares of the Company’s common stock, and (ii) 106,894 shares of the Company’s Series H Preferred Stock in exchange for all the issued and outstanding shares of NPRC with NPRC becoming a wholly owned subsidiary of the Company. The Merger closed on August 11, 2020 (see Note 4).

On August 11, 2020, the Company filed a Certificate of Designations, Preferences and Rights of the Series H Preferred Stock with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series H Preferred Stock and the number, relative rights, preferences and limitations thereof. Pursuant to the Certificate of Designations, 106,894 shares of preferred stock have been designated as Series H Preferred Stock.

The Series H Preferred Stock was convertible into common stock on a 1 for 10 basis upon the receipt of the approval by the requisite vote of the Company’s stockholders at the Company’s 2020 annual meeting, which was held on November 9, 2020. The Company’s stockholders approved such conversion on November 9, 2020. On November 13, 2020, the Company issued an aggregate of 1,068,940 shares of the Company’s common stock in exchange for the conversion of all 106,894 outstanding shares of Series H Preferred Stock.

In connection with the Merger, Luke Norman Consulting Ltd. received a finder’s fee equal to the quotient of (a) 5% of the purchase value for the Merger and (b) the 30-day Volume Weighted Average Price (“VWAP”) of a share of the Company’s common stock as reported on the Nasdaq Capital Market prior to the execution Merger Agreement, which was paid in 82,500 shares of restricted common stock on August 11, 2020.

The total consideration given consist of the shares of common stock and common stock equivalents of 1,650,000 shares, valued at the Volume Weighted Average Price for the 30-day period immediately prior to the date of the Merger Agreement of $7.6612 per share of common stock, or $12,640,980.

~~As of April 30, 2021, all Series H Preferred Stock had converted and there were no shares of Series H Preferred Stock outstanding.~~

In connection with the Merger, on August 10, 2020, the Company entered into a securities purchase agreement (the “SPA”) with certain investors, pursuant to which the Company sold to such investors in a private placement (i) an aggregate of 921,666 shares of the Company’s Series I Convertible Preferred Stock, par value $0.001$6.16 per share (the ~~“Series I Preferred Stock”~~“Securities”) ~~and (ii) warrants to purchase an aggregate of 921,666 shares of common stock at an exercise price of $6.00 per share for aggregate consideration of $5,530,004.~~

On August 11, 2020, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series I Preferred Stock (the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series I Preferred Stock and the number, relative rights, powers, preferences, privileges and restrictions thereof. Pursuant to the Series I Certificate of Designations, 921,666 shares of preferred stock have been designated as Series I Preferred Stock. The Series I Preferred Stock has substantially the same terms as the Series H Preferred Stock, except that each share of Series I Preferred Stock is convertible into one share of common stock. The Warrants are exercisable, resulting in whole or in part at any time, from time to time following the initial exercise date, and terminate five years following the issuance. The sale of the Series I Preferred Stock and warrants under the SPA closed on August 11, 2020. The conversion of the Series I Preferred Stock and the warrants into common stock was subject to the Company’s stockholders’ approval, which was received on November 9, 2020. On November 17, 2020, the Company issued an aggregate of 921,666 shares of the Company’s common stock in exchange for the conversion of all 921,666 outstanding shares of Series I Preferred Stock.

The fair value of the Series I Preferred Stock and warrants if converted on the date of issuance was greater than the value allocated to the Series I Preferred Stock and warrants. As a result, the Company recorded a BCF of approximately $5.5 million that the Company recognized as deemed dividend to the holders of Series I Preferred Stock and accordingly, an adjustment to net loss to arrive at net loss available to common stockholders and a corresponding increase in additional paid in capital upon issuance of the Series I Preferred Stock and warrants. The Company accounted for the deemed dividend resulting from the issuance of Series I Preferred Stock and warrants using the relative fair value method.

~~As of April 30, 2021, all Series I Preferred Stock had converted and there were no shares of Series I Preferred Stock outstanding.~~

~~On April 1, 2020, the Company, issued 357,142 shares of common stock of the Company at a price of $5.60 per share, for~~total gross proceeds of ~~approximately $2.0 million~~$5,002,500 before the deduction of placement agent fees and offering expenses. In relation to this offering, the Company entered into the advisory agreement, dated March 29, 2020 (the “Advisory Agreement”), with Palladium Capital Advisors (“Palladium”) pursuant to which a fixed fee of $135,000 in shares of common stock would be issued, to be valued at the closing price on the date of issuance. On March 30, 2020, pursuant to the Advisory Agreement, the Company issued 25,281 shares of its common stock to Palladium, based on the closing price as of March 30, 2020 of $5.34.

Pursuant to the February 2021 Purchase Agreement closed on February 1, 2021, the Company issued and sold to the Purchasers (i) in the Offering an aggregate of 914,136 shares of the Company’s common stock at a price of $10.54 per share and (ii) in a concurrent private placement warrants to purchase an aggregate of 457,068 shares of common stock at an exercise price of $14.50 per share for aggregate gross proceeds from the Offering of $9,635,967 million before the deduction of total placement agent fees,$415,175 and legal related offering expenses of ~~approximately $636,890. Pursuant to the February 2021 Purchase Agreement, the~~$37,115 for a total of $452,290. The warrants are exercisable six months following the date of issuance and ~~terminate five~~will expire 5 years following the initial exercise date. ~~A holder~~The closing of ~~such warrant will not have~~ the ~~right~~sale of the Securities occurred on April 10, 2023. Pursuant to ~~exercise any portion of its warrants~~ASC 470-20-25, if the ~~holder, together with its affiliates, would beneficially own in excess~~warrants are classified as liability, the proceeds should be allocated first to the warrants based on their fair value (not relative fair value). The residual should be allocated to the remaining equity instruments.

These 870,000 warrants were recorded as warrant liability as of ~~4.99% (or 9.99% at~~April 30, 2023 (see Note 9) and was allocated to the ~~election~~proceeds as follows:

Net proceeds on April 10, 2023	$	4,550,210
Less:
Proceeds allocated to warrant liability		(3,088,500	)
Plus:
Offering cost associated with warrant liability		279,487

Net proceeds on April 10, 2023 allocated to equity	$	1,741,197

On June 1, 2021, the Company granted 2,097 Restricted Stock Units (“RSU’s”) to a consultant for consulting services rendered. The 2,097 RSU’s had a fair value of $25,000 or $11.92 per share of common stock based on the ~~holder prior to~~quoted trading price on the date of ~~issuance) of~~grant. The RSU’s fully vested and expensed immediately.

On June 9, 2021, the ~~number of~~Company issued 25,000 shares of common stock ~~outstanding immediately after giving effect~~ to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

On January 27, 2021, the Company entered into an amendment to that certain engagement agreement (“Engagement Agreement Amendment”) with Palladium Capital Group, LLC (“Palladium”), dated March 29, 2020,a consultant in connection with ~~the Offering, among other things. Pursuant~~an investor relations agreement for services to ~~the Engagement Agreement Amendment, the Company agreed~~be rendered from April 2021 to pay Palladium a cash fee equal to 8% of the aggregate gross proceeds received by the Company in the Offering from investors introduced to the Company by Palladium. In addition, the Company issued to Palladium warrants to purchase up to 46,490April 2022. The 25,000 shares of common stock ~~which are identical in all material respects to the warrants issued pursuant to the February 2021 Purchase Agreement.~~

~~On May 6, 2019, the Company paid an accrued service liability to its former Chief Geologist in the amount~~had a fair value of ~~$12,500 by issuing 1,068 shares of common stock at a price of $11.70~~$258,500, or $10.34 per share, ~~of common stock~~ based on the quoted trading price on the date of grant. In connection with this issuance, the Company reduced accrued ~~salaries~~liabilities by ~~$12,500~~$14,203 and recognized stock-based consulting of $244,297 during the year ended April 30, ~~2020.~~2022.

On ~~November 26, 2019,~~July 19, 2021, the Company ~~paid~~granted 15,322 RSU’s to an ~~accrued service liability~~employee pursuant to ~~its former Chief Financial Officer in~~his employment agreement. The 15,322 RSU’s had a fair value of $150,000 or $9.79 per share of common stock based on the ~~amount~~quoted trading price on the date of ~~$14,403~~grant. The RSU’s vested 25% on the date of issuance, and ~~stock-based accounting fees~~the remaining shall vest one-third over a three-year period from the date of ~~$3,881 by issuing 2,276~~issuance.

On October 20, 2021, the Company issued 1,116 shares of common stock atto a former employee in connection with vested RSU’s on the date of termination of service.

On October 22, 2021, the Company issued an aggregate of 2,162 shares of common stock to a consultant in connection with a consulting agreement for services rendered from May 2021 to October 2021. The 2,162 shares of common stock had a fair value of $22,500, or $10.41 per share, based on the quoted trading price on the date of ~~$8.00~~grants, which was fully vested and expensed immediately.

On October 22, 2021, the Company issued an aggregate of 2,824 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from April 2021 to September 2021. The 2,824 shares of common stock had a fair value of $30,000, or $10.62 per share, based on the quoted trading price on the date of grants, which was fully vested. In connection with this issuance, the Company reduced accrued liabilities by $5,000 and recognized stock-based consulting of $25,000 during the year ended April 30, 2022.

On January 24, 2022, the Company issued an aggregate of 47,108 RSU’s to certain employees of the Company for services rendered. The 47,108 RSU’s had a fair value of $326,475, or $6.93 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On January 24, 2022, the Company issued an aggregate of 13,852 RSU’s to the directors of the Company for services rendered. The 13,852 RSU’s had a fair value of $96,000, or $6.93 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On January 24, 2022, the Company issued an aggregate of 25,685 RSU’s to certain consultants of the Company for services rendered. The 25,685 RSU’s had a fair value of $178,000, or $6.93 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately. One of the consultants is Mr. Karr, the Company’s former Executive Chairman (see Note 8).

On April 9, 2022, the Company issued 25,000 shares of common stock to a consultant in connection with an investor relations agreement for services to be rendered from April 2022 to April 2023. The 25,000 shares of common stock had a fair value of $157,000, or $6.28 per share, based on the quoted trading price on the date of grant. The Company recognized stock-based consulting of $143,917 and $13,083 during the years ended April 30, 2023 and 2022, respectively.

On April 22, 2022, the Company issued an aggregate of 2,749 shares of common stock to a consultant in connection with a consulting agreement for services rendered from November 2021 to April 2022. The 2,749 shares of common stock had a fair value of $22,500, or $8.18 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On April 22, 2022, the Company issued an aggregate of 3,708 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from October 2021 to March 2022. The 3,708 shares of common stock had a fair value of $30,000, or $8.09 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

On April 22, 2022, the Company issued an aggregate of 5,814 shares of common stock to a director of the Company pursuant to the January 2022 Agreement (see Note 8). The 5,814 shares had a fair value of $50,000 or $8.60 per share of common stock based on the quoted trading prices on the date of grant. The Company recognized stock-based consulting of $33,333 and $16,667 during the years ended April 30, 2023 and 2022, respectively.

On April 25, 2022, the Company issued 5,168 and 7,353 shares of common stock to Edward Karr, former Executive Chairman of the Company, pursuant to the March 2021 Agreement and the March 2022 Agreement, respectively (see Note 8). The 5,168 shares of common stock had a fair value of $60,000, or $11.61 per share, based on the quoted trading price on the date of grant. In connection with this issuance, the Company reduced accrued ~~expenses~~liabilities by ~~$14,403~~$7,500 and ~~recorded~~recognized stock-based ~~accounting fees~~consulting of ~~$3,881~~$52,500 during the year ended April 30, ~~2020.~~2022. The ~~shares issued to this former officer were fully vested at the date of issuance.~~

~~Between May 2019 and June 2019, the Company issued an aggregate of 2,153~~7,353 shares of common stock to satisfy a stock payable to its former Chief Geologist for services rendered between May 2019 and June 2019. The shares were valued at $25,000 using a share price ranging from $10.30 to $13.30 on the dates of grant.

On September 18, 2019, the Compensation Committee of the Board awarded Edward Karr, the Company’s former Chief Executive Officer, President and Director, 20,000 performance-based restricted stock units (“RSUs”), David Rector, the Company’s Chief Operating Officer, 7,500 performance-based RSUs and an employee of the Company 5,000 performance-based RSUs pursuant to respective restricted stock unit award agreements. The RSUs will vest upon the earlier to occur of (i) a Change in Control (as defined in the 2020 Plan), or (ii) a material discovery of a mineral deposit, as determined by the Compensation Committee of the Board in its sole discretion. The total 32,500 RSUs had a fair value of ~~$334,750~~$60,000, or ~~$10.30~~$8.16 per share, based on the quoted trading price on the date of ~~grant~~grant. The Company recognized stock-based consulting of $52,500 and ~~will be expensed upon~~$7,500 during the ~~occurrence of the vesting term.~~years ended April 30, 2023 and 2022, respectively.

~~Additionally, on September 18, 2019, the Compensation Committee of the Board awarded one director and four former directors of~~On April 25, 2022, the Company ~~an aggregate of 25,000 shares of common stock. The~~issued 12,634 shares of common stock ~~vested immediately on the date of grant.~~to a consultant in connection with a one-year strategic advisory agreement for services to be rendered from March 10, 2021 to March 10, 2022. The ~~total 25,000~~12,634 shares of common stock had a fair value of ~~$257,500~~$130,000, or ~~$10.30~~$10.29 per share, based on the quoted trading price on the date of ~~grant, which was expensed immediately.~~

grant. In March 2022, the Company and the consultant mutually agreed to extend the term of the agreement from March 11, 2022 to March 10, 2023 under the same terms as the initial agreement. On ~~November 26, 2019,~~April 25, 2022, the Company issued ~~2,100~~14,286 shares of common stock to asuch consultant for ~~investor relations-related~~ services ~~rendered.~~to be rendered from March 11, 2022 to March 10, 2023. The ~~2,100~~14,286 shares of common stock had a fair value of ~~$18,297,~~$130,000, or ~~$8.70~~$9.10 per share, based on the quoted trading price on the date of ~~grant, which was fully vested~~grant. The Company recognized stock-based consulting of $113,750 and ~~expensed immediately.~~$130,000 during the year ended April 30, 2023 and 2022, respectively and reduced accrued liabilities by $16,250.

On November ~~26, 2019,~~14, 2022, the Company issued ~~3,703~~an aggregate of 7,510 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from May 2022 to ~~be rendered.~~October 2022 and issued 885 shares of common stock for services rendered in April 2022 for a total of 8,395 shares. The ~~shares vest over a six-month period. The 3,703~~8,395 shares of common stock had a fair value of ~~$29,848,~~$35,000, or ~~$8.06 per share, based on quoted trading price on the date of grant and will be expensed over the vesting period.~~

On January 14, 2020, the Compensation Committee of the Board awarded an aggregate of 47,777 shares of common stock to Edward Karr, the Company’s former Chief Executive Officer, and David Rector, the Company’s former Chief Operating Officer as 2019 Executive Bonus Awards. The total 47,777 shares of common stock had a fair value of $396,520, or $8.30$4.17 per share, based on the quoted trading price on the date of ~~grant,~~grants, which was fully ~~vested and expensed immediately.~~

~~On January 6, 2020,~~vested. The Company reduced accrued liabilities by $5,000 in connection with the ~~Compensation Committee~~issuance of the ~~Board awarded four former directors~~885 shares and recognized stock-based consulting of $30,000 in connection with the issuance of the 7,510 shares during the year ended April 30, 2023.

On November 14, 2022, the Company issued an aggregate of ~~1,875 shares of common stock. The~~5,425 shares of common stock ~~vested immediately on the date of grant.~~to a consultant in connection with a consulting agreement for services rendered from May 2022 to October 2022. The ~~total 1,875~~5,425 shares of common stock had a fair value of ~~$17,438,~~$22,500, or ~~$9.30~~$4.15 per share, based on the quoted trading price on the date of ~~grant,~~grants, which was fully vested and expensed immediately.

On February 1, 2020, the Company paid stock-based accounting fees to its former Chief Financial Officer in the amount of $5,158 by issuing 639 shares of common stock at a price of $8.10 per share of common stock based on the quoted trading price on the date of grant. In connection with this issuance, the Company recorded stock-based accounting fees of $5,158 during the year ended April 30, 2020. The shares issued to this former officer were fully vested and expensed immediately.

~~On April 9, 2020,~~December 22, 2022, the Company issued ~~25,000~~7,927 shares of common stock to a consultant for investor relations-related services rendered. The 25,000 shares of common stock had a fair value of $123,750, or $4.95 per share, based on the quoted trading price on the date of grant, which was fullyformer director in connection with vested ~~and expensed immediately.~~RSU’s (see Note 8).

On April 30, 2020, the Compensation Committee of the Board awarded four former directors of the Company an aggregate of 1,875 shares of common stock. The shares of common stock vested immediately on the date of grant. The total 1,875 shares of common stock had a fair value of $9,581, or $5.11 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.

~~On July 31, 2020,~~ ~~the Company granted to four former directors of the Company an aggregate of 1,875 shares of common stock for board services. The shares of common stock vested immediately on the date of grant.~~ ~~The total 1,875 shares of common stock had a fair value of $15,244, or $8.13 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

~~On August 11, 2020,~~March 10, 2023, the Company issued ~~82,500~~33,419 shares of common stock to a ~~consultant for finder’s fee related~~director of the Company pursuant to the ~~Merger.~~March 2023 Agreement (see Note 8). The ~~82,500~~33,419 shares ~~of common stock~~ had a fair value of ~~$786,225,~~$130,000 or ~~$9.53 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

On September 16, 2020, the Company and David Rector, the Company’s former Chief Operating Officer, agreed by mutual understanding that Mr. Rector’s employment as an officer and employee of the Company would terminate, effective as of October 31, 2020 (the “Separation Date”). In connection with Mr. Rector’s departure, the Company entered into a General Release and Severance Agreement with Mr. Rector (the “Separation Agreement”), pursuant to which Mr. Rector provided certain transition services to the Company from the Separation Date until December 31, 2020. Pursuant to the Separation Agreement, Mr. Rector received (i) a prorated annual bonus for the 2020 calendar year and through the Separation Date equal to $150,000 (the “Prorated Bonus”), which was paid in the number of fully vested shares of restricted common stock of the Company equal to the Prorated Bonus determined based on the common stock’s fair market value on the date of grant, and subject to the terms and conditions of the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) and the Company’s standard form Restricted Stock Award Agreement; and (ii) any equity awards granted to Mr. Rector by the Company pursuant to its 2014 Equity Incentive Plan (the “2014 Plan”), 2017 Equity Incentive Plan (the “2017 Plan”), or 2020 Plan (the 2014 Plan, 2017 Plan, and 2020 Plan are collectively referred to herein as, the “Equity Plans”) during the term of Mr. Rector’s employment, were 100% vested and retained by Mr. Rector, notwithstanding any terms in an award agreement or plan document regarding forfeiture of such awards under the Equity Plans upon termination of employment provided that the foregoing did not in any way extend the awards beyond their original term. The $150,000 bonus was paid in 18,502 shares of restricted common stock and had a fair value of $150,000, or $8.11 per share, based on the quoted trading price on the date of grant, which were fully vested and expensed immediately. Additionally, the Company recognized stock-based compensation of $77,250 due to the accelerated vesting of the 7,500 RSUs granted on September 18, 2019. Accordingly, the Company issued 7,500 shares in November 2020 in connection with the vested 7,500 RSUs.

~~On September 17, 2020,~~ ~~the Compensation Committee of the Board awarded five directors of the Company an aggregate of 12,500 shares of common stock. The shares of common stock vested immediately on the date of grant.~~ ~~The total 12,500 shares of common stock had a fair value of $140,125, or $11.21 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

On September 17, 2020, the Company issued 30,107 shares of common stock to Edward Karr, former Chief Executive Officer, as bonus in connection with the consummation of the acquisition by the Company of the NPRC (see Note 4). The Company agreed to pay Mr. Karr a bonus in the amount of $450,000 payable as follows: (i) 75% or $337,500 of the bonus payable in fully vested shares of common stock and (ii) the remaining 25% or $112,500 in cash which was paid in October 2020. The $337,500 bonus was paid in 30,107 shares of common stock and had a fair value of $337,500, or $11.21 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.

~~On October 31, 2020,~~ ~~the Company granted four former directors of the Company an aggregate of 1,875 shares of common stock for board services. The shares of common stock vested immediately on the date of grant.~~ The total 1,875 shares of common stock had a fair value of $15,206, or $8.11 per share of common stock, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.

On October 31, 2020, the Company paid its former Chief Financial Officer for accounting services rendered from February 2020 to September 2020 by issuing 1,857 shares of common stock at an average price of $7.08 per share of common stock based on the quoted trading prices on the date of grants. In connection with this issuance, the Company recorded stock-based accounting fees of $13,145 during the year ended April 30, 2021. The common stock issued to the former Chief Financial Officer were fully vested and expensed immediately.

~~On November 9, 2020,~~ ~~the Company issued an aggregate of 188 shares of common stock for director services rendered from November 1 to November 9, 2020.~~ ~~The total 188 shares of common stock had a fair value of $1,598, or $8.50 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

On December 8, 2020, the Company entered into a one-year consulting agreements for investor relation services under which it was required to pay for services either in cash or shares of the Company’s common stock. On December 8, 2020, the Company issued 5,009 shares at a fair value of $56,250 or $11.23 per share of common stock based on the quoted trading prices on the date of grant. The Company recognized stock-based compensation of $23,437 during the year ended April 30, 2021 and recorded prepaid stock-based expense of $32,813 at April 30, 2021 to be amortized over the term of the consulting agreement.

On December 9, 2020, the Company granted an aggregate of 254,464 RSUs to two officers and one employee of the Company pursuant to respective restricted stock unit award agreements. The RSUs vested 25% on the date of issuance and 25% vest on each of the first, second and third anniversaries of the date of grant. The 254,464 RSUs had a fair value of $2,852,541 or $11.21 per share of common stock based on the quoted trading price on the date of grant and will be expensed over the vesting period.

On December 9, 2020, the Company granted 50,000 RSUs to Edward Karr, former Executive Chairman, pursuant to restricted stock unit award agreements. The RSUs vesting terms were 25% on the date of issuance and 25% vest on each of the first, second and third anniversaries of the date of grant. The 50,000 RSUs had a fair value of $560,500 or $11.21 per share of common stock based on the quoted trading price on the date of grant. On March 19, 2021, the Company and Edward, agreed by mutual understanding that Mr. Karr’s employment as an officer and employee, and his service as a member of the board of directors, of the Company will terminate, effective as of March 19, 2021. Accordingly, the Company recognized stock-based compensation of $560,500 due to the accelerated vesting of the 50,000 RSUs granted on December 9, 2020 pursuant to the Separation Agreement.

~~On December 9, 2020, the Company granted an aggregate of 13,392 RSUs to three directors of the Company for services rendered. The 13,392 RSUs had a fair value of $150,124 or $11.21~~$3.89 per share of common stock based on the quoted trading price on the date of grant. The ~~RSUs fully vested and expensed immediately.~~

On January 7, 2021, the Company entered into another one-year agreement with a director of the Company (see Note 7). On January 7, 2021, the Company issued 3,222 shares at a fair value of $50,000 or $15.52 per share of common stock based on the quoted trading prices on the date of grant. The Company recognized stock-based ~~compensation~~consulting of ~~$16,667~~$5,417 during the year ended April 30, ~~2021~~2023 and recorded prepaid stock-based expense of ~~$33,333~~$113,750 at April 30, ~~2021~~2023 to be amortized over the term of the ~~consulting~~ agreement.

~~Between January 2021 and April 2021,~~On March 10, 2023, the Company issued ~~an aggregate of 8,047~~15,424 shares of common stock to ~~two consultants for business development and advisory, and consulting services rendered.~~Edward Karr, former Executive Chairman of the Company, pursuant to the March 2023 Agreement (see Note 8). The ~~total 8,047~~15,424 shares of common stock had a fair value of ~~$95,565,~~$60,000, or ~~$11.88~~$3.89 per share, ~~of common stock, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

~~On February 14, 2021, the Company granted an aggregate of 3,946 RSUs to a director of the Company for services rendered. The 3,946 RSUs had a fair value of $50,000 or $12.67 per share of common stock~~ based on the quoted trading price on the date of grant. The ~~RSUs~~Company recognized stock-based consulting of $7,500 during the year ended April 30, 2023 and recorded prepaid stock-based expense of $52,500 at April 30, 2023 to be amortized over the term of this agreement.

On April 4, 2023, the Company issued an aggregate of 5,404 shares of common stock to a consultant in connection with an advisory consulting agreement for services rendered from November 2022 to March 2023. The 5,404 shares of common stock had a fair value of $25,000, or $4.63 per share, based on the quoted trading price on the date of grants, which was fully vested and expensed immediately.

Total stock compensation expense for awards issued for services ~~(as discussed above)~~ of ~~$1,868,368~~$738,125 and ~~$497,528~~$1,386,512 was expensed for the ~~year~~years ended April 30, ~~2021~~2023 and ~~2020,~~2022, respectively. ~~A balance~~There are 90,160 unvested restricted stock units with unvested compensation expense of ~~$2,099,766 remains~~$661,573 at April 30, 2023 remaining to be expensed over future vesting periods ~~related to~~of a weighted average period of 0.68 years. There were 343,315 vested restricted stock units awarded but unissued into common stock as of April 30, 2023. A total of 433,475 restricted stock units are outstanding, vested and unvested, ~~RSUs issued for services.~~as of April 30, 2023.

A summary of the of changes in restricted stock units outstanding during the years ended April 30, 2023 and 2022, is as follows:

In ~~October 2020,~~April 2022, the Company issued ~~10,000~~166,667 shares of common stock for the exercise of stock warrants and received proceeds of ~~$70,000.~~approximately $1,000,000.

~~In November and December 2020, the Company issued an aggregate of 168,571 shares of common stock for the exercise of stock warrants and received proceeds of $1,179,997.~~

~~In December 2020, the Company issued 33,858 shares of common stock for the cashless exercise of 109,688 stock warrants.~~

~~Between February 2021 and March 2021, the Company issued an aggregate of 178,571 shares of common stock for the exercise of stock warrants and received proceeds of $1,249,997.~~

~~In February 2021, the Company issued 91,894 shares of common stock for the cashless exercise of 166,666 stock warrants.~~

In August 2017, the Board approved the Company’s 2017 Plan including the reservation of 165,000 shares of common stock thereunder.

On August 6, 2019, the Board approved and adopted, subject to stockholder approval, the 2020 Plan. The 2020 Plan ~~reserves~~ initially reserved 330,710 shares for future issuance to officers, directors, employees and contractors as directed from time to time by the Compensation Committee of the Board. The 2020 Plan was approved by a vote of stockholders at the 2019 annual meeting. With the approval and effectivity of the 2020 Plan, no further grants will be made under the 2017 Plan. On August 31, 2020, the Board approved and adopted, subject to stockholder approval, an amendment (the “2020 Plan Amendment”) to the 2020 Plan. The 2020 Plan Amendment increased the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 836,385, to a total of 1,167,095 shares of the Company’s common stock. The 2020 Plan Amendment was approved by the Company’s stockholders on November 9, 2020. On December 16, 2022 the Company’s stockholders approved another amendment to the 2020 plan increasing the number of shares of common stock available for issuance pursuant to awards under the 2020 Plan by an additional 1,252,476 shares, to a total of 2,419,571 shares of the Company’s common stock.

The following is a summary of the Company’s stock option activity during the years ended April 30, 2023 and 2022:

At April 30, 2023 and 2022, the aggregate intrinsic value of options outstanding and exercisable were de minimis for each period.

On ~~November 26, 2019,~~January 24, 2022, the Company granted ~~5,000~~an aggregate of 26,200 options to purchase the Company’s common stock to certain employees of the ~~Company’s Chief Financial Officer.~~Company. The options have a term of 105 years from the date of grant and are exercisable at an exercise price of ~~$8.10.~~ $6.93. The options vest ~~over~~25% on the date of grant and 25% each next three years from the date of grant.

On January 24, ~~months~~2022, the Company granted an aggregate of 21,240 options to purchase the Company’s common stock to the directors of the Company. The options have a term of 5 years from the date of grant and are exercisable at ~~208~~an exercise price of $6.93. The options ~~per month.~~fully vested and was expensed immediately.

On January 24, 2022, the Company granted an aggregate of 10,620 options to purchase the Company’s common stock to certain consultants of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $6.93. The options fully vested and was expensed immediately. One of the consultants is Mr. Karr, the Company’s former Executive Chairman (see Note 8).

The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, ~~2020.~~2022. In applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

~~In September 2020,~~On January 12, 2023, the ~~Board approved~~Company granted an aggregate of 48,000 options to purchase the ~~acceleration~~Company’s common stock to certain officers and employees of the ~~vesting terms~~Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $5.02 (see table below for the assumptions used). The options fully vested and was expensed immediately.

On January 12, 2023, the Company granted an aggregate of 70,000 options to purchase the Company’s common stock to the directors of the ~~50,000~~Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $5.02 (see table below for the assumptions used). The options fully vested and was expensed immediately.

On January 12, 2023, the Company granted an aggregate of 22,000 options to purchase the Company’s common stock to certain consultants of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $5.02 (see table below for the assumptions used). The options fully vested and was expensed immediately. One of the consultants is Mr. Karr, the Company’s former Executive Chairman (see Note 8).

The Company used the Black-Scholes model to determine the fair value of stock options granted during the year ended April 30, 2023. In applying the Black-Scholes option pricing model to ~~Edward Karr, former Chief Executive Officer of~~options granted, the Company ~~and 25,000 stock options granted to David Rector, former Chief Operating Officer of~~used the Company on December 21, 2017 and therefore the total 75,000 stock options are fully vested. Additionally, the Board of Directors of the Company approved to extend the exercise period of the stock options granted to Mr. Rector and three former directors, to December 21, 2022, the original termination date of the respective stock option agreements. The Company recognized stock-based compensation of $133,439 due to the accelerated vesting of the 75,000 fully vested stock options granted on December 21, 2017.following assumptions:

	For the Year Ended April 30, 2023
Risk free interest rate		3.53	%
Dividend yield		0.00	%
Expected volatility		80	%
Contractual and expected term (in years)		5.0
Forfeiture rate		0.00	%

Stock-based compensation for stock options recorded in the consolidated statements of operations totaled ~~$194,761~~$493,008 and ~~$196,046~~$183,475 for ~~the year ended April 30, 2021 and 2020, respectively. There were no unvested options remaining.~~

~~The following is a summary of the Company’s stock option activity during~~ the years ended April 30, ~~2021~~2023 and ~~2020:~~2022, respectively. A balance of $49,342 remains to be expensed over future vesting periods related to unvested stock options issued for services to be expensed over a weighted average period of 1.73 years.

~~At April 30, 2021 and 2020, the aggregate intrinsic value of~~Stock-based expense for stock options ~~outstanding and exercisable was $0 for each year.~~

In relation to the issuance of the shares of Series F Convertible Preferred Stock in June 2019, the Company issued 219,375 Class A Warrants and 109,750 Class X Warrants. The fair value of the warrants was $2,022,712, as measured on the date of the issuance with a Black-Scholes pricing model using the assumptions notedwere recorded in the following ~~table:~~

Each Class A Warrant is exercisable to acquire one share of the Company’s common stock at an exercise price of $11.40 per share, commencing six (6) months from the date of issuance and will expire on a date that is the five (5) year anniversary of the date of issuance. Each Class X Warrant was exercisable to acquire one share of the Company’s common stock and one Class Y Warrant at an exercise price of $11.40, for a period of six (6) months from the date of issuance. Class X Warrants expired on December 19, 2019. Each Class Y Warrant was exercisable to acquire one share of the Company’s common stock at an exercise price of $11.40 per share, commencing on the Initial Exercise Date and would have expired on a date that is the five (5) year anniversary of the Initial Exercise Date. No Class X Warrant was exercised prior to its expiration, and, as ~~such, no Class Y Warrants were issued.~~

Concurrent with the April 1, 2020 issuance of shares of common stock, the Company issued 357,142 warrants. The warrants are exercisable six months following the initial exercise date and terminate five years following issuance. The warrants have an exercise price of $7.00 per share and each warrant is exercisable to purchase one share of common stock. Generally, a holder of a warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”).

~~The fair value of the warrants was $1,613,765, as measured on the date of the issuance with a Black-Scholes pricing model using the assumptions noted~~reflected in the ~~following table:~~consolidated statements of operations:

Common Warrants Issued During the
Year Ended
April 30, 2020

Expected volatility 133.0 %
Stock price on date of grant $ 5.34
Exercise price $ 7.00
Expected dividends -
Expected term (in years) 5.00
Risk-free rate 0.39 %
Expected forfeiture rate 0 %

The fair value of the warrant would be credited to Additional paid-in capital, and also represents a deemed dividend to those shareholders, which would be charged to Additional paid-in capital, therefore with no effect on that account.U.S. GOLD CORP. AND SUBSIDIARIES

~~In relation to the issuance of the shares of Series I Convertible Preferred~~ APRIL 30, 2023

Stock on August 10, 2020, the Company issued 921,666 warrants which are exercisable in whole or in part at any time, from time to time following the initial exercise date, and terminate five years following the issuance. The fair value of the warrants was $5,530,004, as measured on the date of the issuance with a Black-Scholes pricing model using the assumptions noted in the following table:Warrants

The fair value of the warrants was credited to Additional paid-in capital, and also represented a deemed dividend to those shareholders, which was charged to Additional paid-in capital, therefore with no effect on that account.

~~In October 2020, the Company issued 10,000 shares of common stock for the exercise of stock warrants and received proceeds of $70,000.~~

~~In November and December 2020, the Company issued an aggregate of 168,571 shares of common stock for the exercise of stock warrants and received proceeds of $1,179,997.~~

~~In December 2020, the Company issued 33,858 shares of common stock for the cashless exercise of 109,688 stock warrants.~~

~~Between February 2021 and March 2021, the Company issued an aggregate of 178,571 shares of common stock for the exercise of stock warrants and received proceeds of $1,249,997.~~

~~In February 2021, the Company issued 91,894 shares of common stock for the cashless exercise of 166,666 stock warrants.~~

Concurrent with the sales of common stock on February 1, 2021 the Company issued 457,068 stock warrants. The stock warrants are exercisable six months following the initial exercise date and terminate five years following issuance. The stock warrants have an exercise price of $14.50 per share and each warrant is exercisable to purchase one share of common stock. In addition, the Company issued to Palladium Capital Group, LLC warrants to purchase up to 46,490 shares of common stock which are identical in all material respects to the warrants issued pursuant to the February 2021 Purchase Agreement in connection with the Offering.

The following is a summary of the Company’s stock warrant activity during the years ended April 30, ~~2021~~2023 and ~~2020:~~2022:

As of April 30, ~~2021,~~2023 and 2022, the aggregate intrinsic value of warrants outstanding and exercisable were de minimis for each period.

Concurrent with the sales of common stock on February 14, 2022, the Company issued warrants to purchase 192,370 shares of the Company’s common stock at an exercise price of $8.00 per share. The warrants are exercisable immediately following issuance and will expire five years from the issuance date.

Concurrent with the sale of common stock on March 18, 2022, the Company issued warrants to purchase 625,000 shares of the Company’s common stock. The exercise price was ~~$3,775,000.~~$8.60 per share. The warrants were exercisable six months following the date of issuance and were to expire 5 years following the initial exercise date. These warrants allow for the potential settlement in cash if certain extraordinary events are affected by the Company, including a 50% or greater change of control in the Company’s common stock. Such payment in cash shall be equal to the black-scholes value as defined in the warrant agreement. These 625,000 warrants were recorded as warrant liability as of April 30, 2023 and 2022 (see Note 9).

Additionally, on April 10, 2023, the Company agreed to amend, effective as of the closing of a registered offering (see Note 10), the 625,000 warrants at an exercise price of $8.60 per share and a termination date of September 18, 2027, so that the amended warrants will have a reduced exercise price of $6.16 per share and a termination date of April 10, 2028.

In April 2022, the Company issued 166,667 shares of common stock for the exercise of stock warrants and received proceeds of approximately $1,000,000.

Concurrent with the sale of common stock on April 10, 2023, the Company issued warrants to purchase 870,000 shares of the Company’s common stock at an exercise price of $6.16 per share. The warrants are exercisable six months following the date of issuance and will expire 5 years following the initial exercise date. These warrants allow for the potential settlement in cash if certain extraordinary events are affected by the Company, including a 50% or greater change of control in the Company’s common stock. Such payment in cash shall be equal to the black-scholes value as defined in the warrant agreement. These 870,000 warrants were recorded as warrant liability as of April 30, 2023 (see Note 9).

Net loss per share of common stock is calculated in accordance with ASC 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, by the weighted average number of shares of common stock outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded.

SCHEDULE OF ANTIDILUTIVE SECTURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

The CK Gold property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases. These leases were assigned to the Company in July 2014 through the acquisition of the CK Gold Project. Leases to explore for or use of natural resources are outside the scope of ASU 2016-02 “Leases”. ~~There are no lease contracts for office space or other Company expenses which qualify for treatment as capital assets under ASU 2016-02.~~

The Company’s rights to the CK Gold Project arise under two State of Wyoming mineral leases; 1) State of Wyoming Mining Lease No. 0-40828, consisting of 640 acres, and 2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres.

Lease 0-40828 was renewed in February ~~2013~~2023 for a ~~second~~ third ten-year term and Lease 0-40858 was renewed for its second ten-year term in February ~~2014. Each lease~~2014. Lease 0-40828 requires an annual payment of ~~$2.00~~$3.00 per acre starting with the year ending February 2024 and Lease 0-40858 requires an annual payment of $2.00 per acre through February 2024. If Lease 0-40858 is renewed for another ten-year term the annual payment will increase to $3.00 per acre.

In connection with the Wyoming Mining Leases, ~~the following~~ production royalties ~~must~~of 2.1% of net receipts are required to be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State of ~~Wyoming:~~Wyoming.

~~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	%

The future minimum lease payments at April 30, ~~2021~~2023 under these mining leases are as follows, each payment to be made in the fourth quarter of the respective fiscal years:

The Company may renew each lease for a ~~third~~ fourth ten-year term, which will require ~~one~~ annual ~~payment~~payments of ~~$3.00~~$4.00 per ~~acre for the first year and $4.00 per acre for each year thereafter.~~acre.

The Maggie Creek option agreement grants the Company the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing the Initial Earn-in over a seven-year period, as amended:

~~Once the Initial Earn-in has been met, the Company is required to pay an additional $250,000 to the counterparty to vest the Company’s 50% interest in the Maggie Creek property.~~

Pursuant to the Merger, ~~(see Note 4),~~ the Company acquired from NPRC a mineral property called Challis Gold located in Idaho pursuant to an option agreement dated in February 2020 which was later amended in June 2020. The Company satisfied the minimum royalty payment of $25,000 for fiscal 2022 and 2023.

The annual advance minimum royalty payments at April 30, ~~2021~~2023 under the option agreement are as follows, each payment to be made ~~in the beginning~~ on the first anniversary of the effective date of this option agreement and continuing until the tenth anniversary:

100% of the advance minimum royalty payments will be applied to the royalty credits.

On ~~October 27, 2020, Mandeep Singh~~August 25, 2021 (“~~Plaintiff”~~Effective Date”), ~~through his attorney, filed~~the Company entered into an Exploration Access and Option to Lease Agreement (the “Agreement”) with a ~~complaint (~~~~Singh v. U.S. Gold Corp.~~private-party landowner (the “Landowner”) whereby the Landowner granted the Company an option (the “Option”) to lease and right of way on a property located in Laramie County, Wyoming. The Company may exercise the Option for five years (“Option Term”) from the Effective Date. During the Option, the Landowner granted non-exclusive rights (the “Exploration Access Rights”) to the Company to use the surface of the property for an annual exploration and access right payment of $10,000, ~~et al.,~~ ~~Case No. 1:20-cv-08995 (S.D.N.Y.)) in~~thirty days after the ~~United States District Court~~effective date and each year on the anniversary of the Effective Date during the Option Term until such time the Option is exercised or expires. The Company is also required to pay an annual Option payment of $35,780 for the ~~Southern District~~lease and $6,560 for the right of ~~New York, against~~way within thirty days after the Effective Date and each year on the anniversary of the Effective Date during the Option Term until such time the Option is exercise by the Company ~~and its members (the “Directors”)~~or expires. The Company paid a total of $42,340 for each of the ~~board~~period on September 1, 2021 and September 1, 2022 pursuant to this Agreement.

At any time during the Option Term, the Company may exercise the Option by providing a written notice to the Landowner and the Company shall pay a one-time right of ~~directors~~way payment of $26,240 at closing and shall execute a lease agreement. The exclusive option to lease (the ~~“Board”~~“Lease”)~~. On November 2, 2020,~~ and right of way (the “Right of Way”) is for a term of ten years with the ~~court issued a notice that the request~~right to extend for an additional ten years and requires an annual lease payment of $50,000, compensation for loss of grazing of $40.00 per acre impacted land and annual Right of Way payments of $13,120.

In consideration for the ~~issuance for a summons was deficient. As~~option rights, lease rights and right of ~~the date of~~way rights under this ~~Annual Report,~~Agreement, the Company ~~has not been served with~~agreed to grant the ~~complaint.~~

The complaint alleges, among other things, that the Company’s definitive proxy statement on Schedule 14A (as further amended and supplemented, the “proxy statement”) filed with the Commission on September 14, 2020 contains material omissions and materially misleading statements in connection with the acquisition of NPRC (such acquisition, the Merger”) and the related financing transactions and that the Directors breached their duty by failing to disclose the required information in the proxy statement. The complaint seeks to enjoin the Company from taking any actions that would allow the issuances ofLandowner shares of the Company’s common stock worth $50,000, which shares will not vest, or be issued, until the Company executes the Lease. Currently, the Company has not executed the Lease.

At any time during the Option Term, the Company may terminate this Agreement by providing a written notice to the Landowner. Upon termination, the Landowner is entitled to retain any payments already made and the Company shall have no further obligation after the date of termination. The Agreement, including the Option and the Exploration Access Rights, may be extended for a period of five years upon written notice from the ~~conversion~~Company. In the absence of ~~Series H Convertible Preferred Stock, Series I Convertible Preferred Stock~~such notice, the Agreement shall automatically terminate at the end of the Option Term. Currently, the Company has not exercised the Option.

From time to time the Company may be involved in claims and ~~exercise~~legal actions that arise in the ordinary course of ~~certain warrants, all~~business. To the Company’s knowledge, there are no material pending legal proceedings to which the Company is a party or of which were previously issued in connection with the Merger and the related financing or, in the event that the proposed share issuances are consummated, seeks a judgment for damages. The complaint alleges that the proxy statement failed to disclose, among other things, (i) the background process leading up to the Merger and related transactions, (ii) the discussion of due diligence undertaken by the Company and financial analysis prepared in connection with the Merger, (iv) the discussionany of the Company’s ~~financial advisor~~property is the subject.

The deferred tax assets and ~~the fairness opinion delivered by the financial advisor in connection with the Merger, and (v) a summary of financial projections prepared by the Company in connection with the share issuances.~~deferred tax liabilities are summarized as follows (approximately):

~~The Company believes that the suit is without merit and intends to defend vigorously against the suit.~~

The Company has a net operating loss carryforward for federal tax purposes totaling approximately ~~$32.3~~$55.2 million at April 30, ~~2021.~~2023. Approximately ~~$13.2~~$12.9 million expires ~~through~~between the ~~year~~years 2024 and 2038, with approximately ~~$19.1~~$42.3 million net operating losses incurred ~~in fiscal 2021 through fiscal 2019~~after December 31, 2017 that do not expire and can be utilized to offset up to 80% of future taxable ~~income under~~income. As of April 30, 2023, the ~~Tax Cuts and Jobs Act described below. The~~ Company has ~~approximately $7.1 million of various state~~identified certain adjustments that are required to past tax return filings, including those related to capitalized exploration expenses and share-based compensation. These adjustments will be made to the Company’s net operating loss ~~carryforwards that expire through~~carryforward in the ~~year 2038; however, the Company’s business is currently conducted in states with no income~~federal tax ~~so these carryforwards may never be used.~~

~~The deferred tax assets and deferred tax liabilities are summarized as follows:~~

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company completed the accounting for the effects of the Act during the fiscal year April 30, 2019. The Company recognized an income tax benefit of 438,145return for the year ended April 30, ~~2020 as~~2023. These adjustments are already reflected in the carryforward amounts disclosed above. The Company does not have any state net operating loss carryforwards. The Company primarily operates in the states of Wyoming and Nevada which do not impose a ~~result~~corporate income tax. Any minor apportionment that may occur to any other taxable state will be immaterial to current and future operations of the ~~changes to~~Company. Therefore, the effective state tax ~~laws and tax rates under~~rate used in the ~~Act. The Act modified the application of alternative minimum tax credits previously being carried forward, to allow for refunds~~calculation of the ~~credits. The Company had been carrying forward a total of $438,000 in alternative minimum~~Company’s deferred tax ~~credits. As a result of the change, the Company received a federal tax refund during the fiscal years ended April~~is 0%.

On August 10, 2020, the Company acquired mineral rights totaling ~~$10,249,632~~$10,249,632 (see Note 4 – Mineral Rights) in a tax-free ~~merger under IRS~~reorganization pursuant to IRC Section 368. The Company recorded the assets at fair value for financial reporting purposes and retained the seller’s tax basis which was zero resulting in ~~those assets for~~a deferred tax ~~purposes.~~liability on the business combination date. As required by ASC 740, the Company has recognized the deferred tax impact of acquiring the mineral rights asset in this transaction, with the amount paid exceeding the tax basis of the asset on the acquisition date. ~~This~~A portion of the deferred tax liability ~~partially offsets the~~is offset by deferred tax assets recognized by the Company.

The remaining portion of the deferred tax liability is not offset by deferred tax assets due to the indefinite life of the mineral rights. As of April 30, ~~2021,~~2023, the ~~Company had~~Company’s remaining net deferred tax assets and liabilities arising principally from the acquisition of the mineral rights described above and the net operating loss carryforward for income tax purposes, multiplied by an expected blended federal and state tax rate of 21.0%. Duehave been offset with a full valuation allowance as management is unable to the physical presence (nexus) of the Company in the states of Wyoming and Nevada, the Company no longer has significant income or loss apportioned to any taxable state. Any minor apportionment that may occur to any taxable state will be immaterial to current and future operations of the company. Therefore, the effective state tax rate used in the calculation of deferred tax is 0%. As management of the Company cannot determineconclude that it is ~~more likely than~~ not more-likely-than-not that ~~the Company will realize the benefits of~~ the deferred tax assets ~~a valuation allowance equal to 100% of the net deferred tax asset has been established at April 30, 2021.~~will expire unrealized.

The differences between the provision (benefit) for federal income taxes and federal income taxes computed using the U.S. statutory tax rate of 21% were as ~~follows:~~follows (approximately):

											Year Ended April 30,
	Year Ended April 30,										2023					2022
	2021					2020										(Revised)
Federal income tax provision (benefit) based on statutory rate	$	(2,601,000	)	21.0	%	$	(1,194,000	)	21.0	%	$	(1,599,000	)	21.0	%	$	(2,925,000	)	21.0	%
State income tax provision (benefit), net of federal taxes		—		—	%		—		—	%		—		—	%		—		—	%
Change in effective state tax rate		—		—	%		—		—	%
Change in fair value of warrant liabilities												(273,000	)	3.6	%		—		—	%
Change in prior year estimate		43,000		(0.3	)%		(381,000	)	6.7	%		(255,000	)	3.4	%		717,000		(0.3	)%
Prior year deferred tax adjustment												1,804,000		(23.7	)%		—		—	%
Other nondeductible expenses												42,000		(0.6	)%		—		—	%
Increase (decrease) in valuation allowance		2,558,000		(20.7	)%		1,137,000		(20.0	)%		281,000		(3.7	)%		2,208,000		(20.7	)%
Total tax provision (benefit) on income (loss)	$	—		—	%	$	(438,000	)	7.7	%	$	—		—	%	$	—		—	%

The Company has assessed its tax positions and has determined that it has not taken a position that would give rise to an unrecognized tax liability being reported. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating ~~expense~~expenses and interest will be charged to interest expense.

The Company ~~files income tax returns~~operates exclusively in the ~~U.S. federal jurisdiction~~United States and in various ~~states.~~state jurisdictions, primarily the states of Wyoming and Nevada. For both federal and state income tax purposes, the Company’s fiscal ~~2018~~2020 through ~~2021~~2023 tax years remain open for examination by the tax authorities under the ~~normal~~general three-year statute of limitations. However, due to the Company’s federal net operating loss carryforward, the Internal Revenue Service has the ability to adjust this carryforward even if the losses were incurred in years that would otherwise be closed under the statute of limitations.

On June 1, 2021, the Company granted 2,097 RSUs to a consultant for consulting services rendered. The 2,097 RSUs had a fair value of $25,000 or $11.92 per share of common stock based on the quoted trading price on the date of grant. The RSUs fully vested and expensed immediately.

On June 9, 2021, the Company issued 25,000 shares of common stock to a consultant in connection with an investor relations agreement for services to be rendered from April 2021 to April 2022. The 25,000 shares of common stock had a fair value of $258,500, or $10.34 per share, based on the quoted trading price on the date of grant, to be amortized over the term of the consulting agreement.

On July 19, 2021, the Company granted 15,322 RSUs to an employee pursuant to his employment agreement. The 15,322 RSUs had a fair value of $150,000 or $9.79 per share of common stock based on the quoted trading price on the date of grant. The RSUs vest 25% on the date of issuance, and the remaining shall vest one-third over a three-year period from the date of issuance.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the fiscal years ended April 30, 2021 and 2020, there were (i) no disagreements related to accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.None.

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of April 30, ~~2021.~~2023. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ~~not~~ effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. See the below discussion regarding the remediation of the material weaknesses previously disclosed.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). Our internal control system was designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal controls over financial reporting as of April 30, ~~2021.~~2023. The framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, (“COSO”). Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were ~~not~~ effective as of April 30, ~~2021 and that material weaknesses in ICFR existed as more fully described below.~~2023.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of April 30, 2021 our internal controls over financial reporting were not effective at the reasonable assurance level:

As of April 30, 2021, management has not completed an effective assessment of the Company’s internal controls over financial reporting based on the COSO framework. Management has concluded that, during the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial reporting.

Notwithstanding the assessment that our ICFR was not effective and that there are material weaknesses as identified herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm as we are a smaller reporting company and are not required to provide the report.

The Company made significant improvements in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended April 30, ~~2021, management determined~~2023, that a delay of its program for compliance with the Sarbanes-Oxley Act of 2002 was necessary to conserve cash in our current financial condition. There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting; however, management has determined that for the sake of transparency and conservancy, it cannot state that internal controls over financial reporting are effective at this time.

As required by Rule 13a-15(d) of the Exchange Act, our management, including our principal executive officer and our principal financial officer conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended April 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ~~Based~~Refer to “Remediation Activities” below.

Management recognizes that ~~evaluation, our management, including our principal executive officer~~a control system, no matter how well conceived and ~~principal financial officer, concluded~~operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there ~~were~~are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no ~~such~~evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes ~~during~~in conditions, or the ~~quarter ended April 30, 2021.~~degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In order to remediate the material weakness identified in internal control reported in the prior year we have added performed the following and added the following controls:

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Incorporated by reference from the information in our proxy statement for the 2023 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

We have adopted a code of ethics that applies to all of our employees, including the principal executive officer, principal financial officer, principal accounting officer, and those of our officers performing similar functions. The ~~information required by Paragraph (a), and Paragraphs (c) through (g)~~full text of ~~Item 401~~our code of ~~Regulation S-K (except for information required by Paragraph (e)~~ethics can be found on the Corporate Governance page on our website. In the event our Board of ~~that Item~~Directors approves an amendment to ~~the extent~~or waiver from any provision of our code of ethics, we will disclose the required information ~~pertains~~pertaining to such amendment or waiver on our executive officers) and Item 405 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.website.

The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K. The following persons are our directors and executive officers and hold the offices set forth opposite their names.

~~George M. Bee~~ has been serving as a member of our Board since November 2020 and our Executive Chairman since March 2021. He was appointed as our President in August 2020 and become Chief Financial Officer in November 2020. Mr. Bee is a senior mining industry executive, with deep mine development and operational experience. He has an extensive career advancing world-class gold mining projects in eight countries on three continents for both major and junior mining companies. In 2018, Mr. Bee concluded a third term with Barrick Gold Corporation (“Barrick Gold”) (NYSE: GOLD) as Senior VP Frontera District in Chile and Argentina working to advance Pascua Lama feasibility as an underground mine. This capped a 16-year tenure at Barrick Gold, where he served in multiple senior level positions, including Mine Manager at Goldstrike during early development and operations, Operations Manager at Pierina Mine taking Pierina from construction to operations, and General Manager of Veladero developing the project from advanced exploration through permitting, feasibility and into production. Previously, Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, President and CEO of Andina Minerals Inc. from February 2009 until January 2013 and Chief Operating Officer for Aurelian Resources, Inc. from 2007 to 2009. As Chief Operating Officer of Aurelian Resources in 2007, he was in charge of project development for Fruta del Norte in Ecuador until Aurelian was acquired by Kinross Gold in 2008. Mr. Bee has served on the board of directors of Stillwater Mining Company, Sandspring Resources Ltd., Jaguar Mining, Peregrine Metals Ltd. and Minera IRL. He received a Bachelor of Science degree from the Camborne School of Mines in Cornwall, United Kingdom. He also holds ICD.D designation from the Institute of Corporate Directors.

~~Tara Gilfillan~~ has been serving as a member of our Board since November 2020. She is a CPA with over 25 years of experience as a financial executive and serial entrepreneur. She is currently the Founder and President of Optimize Group Inc. established November 2017, a mine-to-mill project development engineering company with offices in three continents. As part of the start-up of Optimize Group Inc. she recently held the position of CFO for Red Pine Exploration Inc. (TSX-V: RPX) from February 2018 to November 2019, and Honey Badger Exploration Inc. (TSX-V: TUF) and MacDonald Mines Exploration Ltd. (TSX-V: BMK) from May 2019 to December 2019. Prior to that she co-founded Halyard Inc. a project engineering company where she was the CFO and VP of Corporate Development from December 2013 to June 2017. Ms. Gilfillan has held senior executive positions including CFO and Controller of several mining companies, CFO, and interim CEO of a global engineering consulting company as well as senior executive positions outside of the mining industry. Ms. Gilfillan is a certified Independent Corporate Director, Director (ICD.D) with over 10 year of board experience including being the Chairperson and Chair of the audit committee of two gold junior mining companies, Honey Badger Exploration Inc. and MacDonald Mines Exploration Ltd. from May 2017 until May 2019. In addition, she has held the position of Director of DRA Americas Inc. from November 2009 to June 2013 and several non-profit industry boards. On July 2020 she became a director of Mining Supplier Trade Association. Ms. Gilfillan is experienced in financial turnarounds, acquisitions, valuations, risk reviews, corporate governance, business and tax strategy, project development, international operations, marketing, and financial reporting for privately held & public companies (US & Canada). She gained her CPA while working at PricewaterhouseCoopers and received a Bachelor of Commerce from Queens University, Ontario Canada.

~~Robert W. Schafer~~ has been serving as a member of our Board since November 2020. He is a registered professional geologist with over 35 years international experience exploring for and discovering mineral deposits, four were producing mines including the Briggs (over one million ounces) and Griffon gold mines in the Western United States and Birkachan (over one million ounces) gold mine in far east Russia, and identifying, evaluating and structuring business transactions globally having worked in more than 80 countries. Currently, Mr. Schafer is the Chief Executive Officer of Eagle Mines Management LLC, a globally active private natural resources corporation, which he founded in 2016. Prior to this, from 2004 to 2015, he served as Executive Vice President of Business Development at Hunter Dickinson Services Inc., a diversified, global mining group. Mr. Schafer also previously served as Vice President, Exploration of Kinross Gold Corporation (NYSE: KGC), a senior gold mining company with a diverse portfolio of mines and projects, from 1996 to 2003. Prior to that, he held senior positions at BHP Minerals and Billiton Metals. Mr. Schafer is the 2020 to 2021 president of the Society for Mining, Metallurgy and Exploration (“SME”). He is also past president and board member of the Prospector & Developers Association of Canada (“PDAC”), past president of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), and past president of the Mining and Metallurgical Society of America. He was a member of the board of governors for the U.S. National Mining Hall of Fame and was a member of the board of directors of the Canadian Mining Hall of Fame. He is the first person to hold all of these leadership roles in both the U.S. and Canada. Mr. Schafer is also the recipient of the William Lawrence Saunders Gold Medal from AIME, as well as the prestigious Daniel C. Jackling Award and Robert A. Dreyer Award from SME for technical achievements and leadership in the mining industry during his career. He is a fellow of the Society of Economic Geologists, CIM, and SME, and a certified director under Institute of Corporate Directors. Mr. Schafer has served on the board of directors of select mining companies, including his current service on the boards of directors of Amur Minerals Corporation (AIM: AMC), Volcanic Gold Mines Inc. (TSX-V: VG) and Trillium Gold Mines Inc. (TSX-V: TGM). His prior board service includes, Lincoln Mining (TSX-V: LMG), Orex Minerals (TSX -V: REX), Orosur Minerals (TSX: OMI), and Cardinal Resources (ASX and TSX: CDV). Robert earned a BS and MS in Geology at Miami University (Ohio) as well as an MS in Mineral Economics and completed studies and research toward a PhD in Geology at the University of Arizona. He also completed the Executive Business Management program at Stanford.

~~Michael Waldkirch~~ has been serving as a member of our Board since January 2021. He is a Chartered Professional Accountant in the U.S. and Canada since 1998 and was the Chief Financial Officer of Gold Standard Ventures Corp. (TSX: GSV) (NYSE American: GSV) in Vancouver, British Columbia, Canada where he oversaw all aspects of financial reporting, internal controls and Sarbanes-Oxley Compliance. In addition, he was involved in raising in excess of $200 million in equity financing. He has also held the position of Senior Partner with the public accounting firm Michael Waldkirch and Company Inc., Chartered Professional Accountants, in Vancouver, B.C. since 1999 where he advises numerous public and private companies in all financial aspects of their business including taxation, regulatory compliance and internal controls, and financial reporting. From 1997 to 2011, he held the position of principal with JBH Professional Services Inc., a business consulting firm located in Richmond, B.C. Mr. Waldkirch holds a Bachelor of Arts in Economics from the University of British Columbia.

~~The Honorable Ryan Zinke~~ has been serving as a member of our Board since April 2019. He was born and raised in Montana and attended the University of Oregon where he was awarded All-PAC 10 honors, the Sahlstrom Award and the prestigious Emerald Cup Award for academic, leadership and athletic achievement. He then attended US Navy Officers Candidate School and completed Navy SEAL Training in 1985 and was assigned to SEAL Team ONE. Highlights of Commander Zinke’s twenty-three-year career in Special Operations includes two tours of duty at SEAL Team SIX, Acting Commander of Special Forces in Iraq, Task Force Commander in Bosnia and Kosovo, and served as the “Dean” of Special Warfare training. He was awarded the Bronze Star for combat in Iraq and is credited with conducting 360 combat missions and the capture or kill of 72 terrorists. He retired from active duty in 2008 and was elected as a Montana State Senator and later twice elected as Montana’s sole member of the US House of Representatives. He served on the House Armed Services and Natural Resources committees. In 2016, Congressman Zinke was nominated by President Donald J. Trump and later confirmed by the US Senate to serve as the 52nd US Secretary of the Interior. As Secretary, he was a champion of restoring the voice of state and local communities in land and wildlife management decisions, established and protected wildlife corridors, budgeted for the largest investment in our Nation’s history for National Parks, increased public access for recreation and traditional use, and was the principle architect of the American Energy “Dominance” policy. After 31 years of public service, President Trump accepted his resignation in 2019. The Honorable Ryan Zinke is the author of American Commander and serves on numerous boards. He holds an MBA in Finance, an MS in Global Leadership, and a BS in Geology. He is married to the former Lolita Hand of Santa Barbara, has three children and two grandchildren.

~~Eric Alexander~~ is our Chief Financial Officer and Secretary and has been with us since September 2020. He has over 30 years of corporate, operational and business experience, and over 15 years of mining industry experience. Previously he served as Corporate Controller of Helix Technologies, Inc., a publicly traded software and technology company from April 2019 to September 2020. Prior to that, he served as the Vice President Finance and Controller of Pershing Gold Corporation, a mining company (formerly NASDAQ: PGLC), from September 2012 until April 2019. Prior to that, Mr. Alexander was the Corporate Controller for Sunshine Silver Mines Corporation, a privately held mining company with exploration and pre-development properties in Idaho and Mexico, from March 2011 to August 2012. He was a consultant to Hein & Associates LLP from August 2012 to September 2012 and a Manager with Hein & Associates LLP from July 2010 to March 2011. He served from July 2007 to May 2010 as the Corporate Controller for Golden Minerals Company (and its predecessor, Apex Silver Mines Limited), a publicly traded mining company with operations and exploration activities in South America and Mexico. In addition to his direct experience in the mining industry, he has also held the position of Senior Manager with the public accounting firm KPMG LLP, focusing on mining and energy clients. Mr. Alexander has a B.S. in Business Administration (concentrations in Accounting and Finance) from the State University of New York at Buffalo and is also a licensed CPA.

~~Kevin Francis~~ is our Vice President - Exploration and Technical Services and has been with us since July 2021. Mr. Francis has held many senior roles within the mining industry, including VP of Project Development for Aurcana Corporation, VP of Technical Services for Oracle Mining Corporation, VP of Resources for NovaGold Resources and Principal Geologist for AMEC Mining and Metals. Most recently, he consulted to U.S. Gold Corp. as Principal of Mineral Resource Management LLC, a consultancy providing technical leadership to the mining industry, as well as through his association with Gustavson Associates (a member of WSP) since September 2020. Mr. Francis is a “qualified person” as defined by SEC S-K 1300 and Canadian NI 43-101 reporting standards and holds both an M.S. degree and a B.A. in geology from the University of Colorado.

~~There are no family relationships among any of our directors or executive officers.~~

~~No director, executive officer or control person has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.~~

The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.

Incorporated by reference from the information in our proxy statement for the ~~2021~~2023 Annual Meeting of Stockholders or amendment to this annual report on Form 10-K, which we will file with the SEC within 120 days of the end of the fiscal year to which this report relates.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. U.S. Gold Corp. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~[X]~~☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended April 30 ~~2021~~, 2023 OR

OR

~~[ ]~~☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


1910 East Idaho Street, Suite 102-Box 604 Elko, NV		89801
~~Elko, NV~~		~~89801~~
(Address of Principal Executive Offices)		(Zip Code)

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		USAU		NASDAQ Capital Market

	Large accelerated filer ~~[ ]~~☐	Accelerated filer ~~[ ]~~☐
	Non-accelerated filer ~~[X]~~☒	Smaller reporting company ~~[X]~~☒
		Emerging Growth Company ~~[ ]~~☐

			Page
Part I

	~~Item 1.~~Items 1 and 2.	Business and Properties	4
	Item 1A.	Risk Factors	3018
	Item 1B.	Unresolved Staff Comments	4329
	~~Item 2.~~	~~Properties~~	43
	Item 3.	Legal Proceedings	4329
	Item 4.	Mine Safety Disclosures	4329

Part II

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4430
	Item 6.	[Reserved]	4430
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4430
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5035
	Item 8.	Financial Statements and Supplementary Data	5136
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5237
	Item 9A.	Controls and Procedures	5237
	Item 9B.	Other Information	5338
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	38

Part III

	Item 10.	Directors, Executive Officers, and Corporate Governance	5439
	Item 11.	Executive Compensation	5639
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5639
	Item 13.	Certain Relationships and Related Transactions and Director Independence	5639
	Item 14.	Principal ~~Accounting~~Accountant Fees and Services	5639

Part IV

	Item 15.	~~Exhibits~~Exhibit and Financial Statement Schedules	5740
	Item 16.	Form 10-K Summary	5942

Signatures			6043

	●	~~our plans to conduct geologic surveys~~The timing of preparation and ~~determine the scope~~filing of our ~~drilling program during our fiscal year ended April 30, 2022,~~mine construction and operating permits for the CK Gold Project;
	●	The timing and process of our mine operating permit and closure plan for the ~~timing, duration and overall impact of the COVID-19 pandemic on our business and exploration activities,~~CK Gold Project;
	●	The assumptions and projections contained in the ~~impact~~CK Gold Project Prefeasibility Study, including estimated mineral resources and mineral reserves, mine life, projected operating and capital costs, projected production, internal rate of ~~public health threats~~return (“IRR”) and ~~outbreaks~~Net Present Value (“NPV”) calculations, and the possibility of ~~other highly communicable diseases,~~upside potential at the project;
	●	~~the strength~~The planned extensions of ~~the world economies,~~our leases;
	●	~~fluctuations in interest rates and foreign exchange rates,~~
	●	~~changes in governmental rules and regulations or actions taken by regulatory authorities,~~
	●	~~our ability to maintain compliance with the NASDAQ Capital Market’s (the “NASDAQ”) listing standards,~~
	●	~~the conclusions of additional exploration programs and related studies,~~
	●	~~expectations and the timing and budget for exploration and future exploration of our properties,~~
	●	~~our~~Our planned expenditures during our fiscal year ended April 30, ~~2022 and future periods,~~2024;
	●	~~our estimates~~Whether we will make a buy down payment of the ~~cost of future permitting changes and additional bonding requirements,~~NSR associated with the Keystone Project;
	●	~~future~~Future exploration plans and expectations related to our ~~properties,~~properties;
	●	~~volatility in the market price of our common stock,~~
	●	~~our~~Our ability to fund our business through April 30, 2024 with our current cash reserves based on our currently planned ~~activities,~~activities;
	●	~~our ability to raise the necessary capital required to continue our business on terms acceptable to us or at all,~~
	●	~~our expected cash needs and the availability and plans with respect to future financing,~~
	●	~~statements concerning our financial condition,~~
	●	~~our~~Our anticipation of future environmental and regulatory ~~impacts,~~impacts; and
	●	~~our ability to retain key management and mining personnel necessary to successfully operate and grow our business,~~
	●	~~potential conflicts of interest involving members of our Board of Directors (the “Board”) and senior management,~~
	●	~~our~~Our business and operating ~~strategies,~~
	●	~~statements related to operating and legal risks, including potential liability from pending or future litigation, and~~
	●	~~other factors detailed in this Annual Report on Form 10-K and from time to time in our quarterly reports and periodic reports.~~strategies.

	●	Unfavorable results from our exploration activities;
	●	Decreases in gold, copper or silver prices;
	●	Whether we are able to raise the necessary capital required to continue our business on terms acceptable to us or at all, and the likely negative effect of volatility in metals prices or unfavorable exploration results;
	●	Whether we will be able to begin to mine and sell minerals successfully or profitably at any of our current properties at current or future metals prices;
	●	Potential delays in our exploration activities or other activities to advance properties towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes under agreements related to exploration properties, unanticipated costs and other unexpected events;
	●	Our ability to retain key management and mining personnel necessary to successfully operate and grow our business;
	●	Economic and political events affecting the market prices for gold, copper, silver, and other minerals that may be found on our exploration properties;
	●	Volatility in the market price of our common stock; and
	●	The factors set forth under “Risk Factors” in Item 1A of this annual report on Form 10-K.

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.	Exploration permits received. Submitted applications to the Wyoming Division of Enviromental Quality for the permit to mine and industrial siting (granted), and air permit to be submitted at a later date.	No significant facilities	Working on detailed engineering studies for feasibility study
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

	Mass		Gold (Au)				Copper (Cu)				Silver (Ag)				Au Equivalent (AuEq)
	Tons (000’s)		Oz (000’s)		oz/ st		lbs (millions)		%		Oz (000’s)		oz/st		Oz (000’s)		oz/ st
Measured (M)		1,000		6		0.019		2		0.196		100		0.05		2		0.024
Indicated (I)		10,500		94		0.01		30		0.15		450		0.03		138		0.016
M + I		11,500		100		0.014		32		0.16		550		0.039		140		0.018

Inferred		22,500		235		0.01		68.3		0.152		323		0.014		357		0.016

●	10-year Mine Life at 20,000 short tons per day process rate
	○	Average AuEq production: 108,500 ounces per year
	○	First three years: 135,300 AuEq ounces per year
●	Initial Capital: $221 million
	○	Potential attractive financing terms from equipment suppliers and development capital sources
	○	2-year payback
●	Economics – 39.4% IRR before tax and 33.7% IRR after tax
	○	NPV (5%): $323 million and $266 million, before and after tax, respectively
	○	All in Sustaining Cost (“AISC”) at $800 per AuEq ounce
	○	Assumes $1,625/ounce gold price and $3.25/lb copper price
	○	Highly leveraged to increasing metals prices
●	Upside Potential
	○	Aggregate sales from mine waste rock, proven to be excellent quality
	○	Feasibility study level value engineering and plant optimization
	○	Ongoing metallurgical testing to enhance recovery of gold and copper
	○	Resource expansion potential at depth and to the south-east
●	Permitting and Development
	○	Project footprint under the jurisdiction of Wyoming agencies

	●	~~Organize the entire drill hole database for three-dimensional modeling purposes to include all the potential economic metals, not just gold and copper as previously modeled;~~
	●	~~Provide detailed statistical analyses for informative and strategic interpretations;~~
	●	~~Provide wireframe, closed, shapes and grade shells for the deposit; and~~
	●	~~Provide indications, if any, for locations of additional discovery.~~

	●	~~Additional core drilling for detailed metallurgical testing and process optimization~~
	●	~~Remodeling of resources to incorporate new drilling and silver~~
	●	~~Analysis of silver on overall economics~~
	●	~~Analysis of processing rate~~
	●	~~Commencement of baseline studies~~
	●	~~Hydrology studies~~
	●	~~Mine plan engineering and permitting advancement~~

	●	~~August initiated PFS Study for the CK Gold Project with associated consultants~~
	●	~~August 5th commenced complete re-log of historic drill core with oversight from highly experience consulting geologists~~
	●	~~September 5~~^th ~~kick-off meeting with diamond drill crew at project site~~
	●	~~October 2~~^nd ~~completed last of seven diamond core drill holes totaling 4,651 ft (1,418 m) to gather metallurgical samples from representative areas of the known resource~~
	●	~~October 3~~^rd ~~initiated the first of five planned geotechnical and hydrological diamond core holes to be completed in early November. Approximately 4,800 ft planned~~
	●	~~October 15~~^th R/C drill rig on site to commence drilling on 6 well/monitoring holes for site water characterization and up to 10 exploratory holes aimed at infill drilling to convert inferred resource to measured/indicated category, as well as expand limits of known resources. Drilling will continue into November dependent on weather and progress and we anticipate a total footage of 12,000 ft before we demobilize for winter
	●	Contracted hydrological consultants to characterize local groundwater hydrology, open pit hydrology and surface hydro-geochemistry. Also, to establish project baseline for the natural hydrological conditions. Falling head and packer testing is ongoing during the drilling program
	●	Contracted geotechnical consultants to establish open pit stability and design parameters. Specific geotechnical logging, point load testing and lab sample selection is ongoing during the drilling program
	●	Contracted local environmental and permitting specialist to assist with environmental baseline program design and capture, permit application preparation. This includes the deployment of a monitoring station and assessment of drainages for any potential wetland impact
	●	Monitoring the delivery, chain of custody and QA/QC for assay values at the laboratory, prioritizing metallurgical samples to allow metallurgical work to commence later in the year as soon as representative composites can be identified once assay results are in

	●	~~11,655 man-hours worked with no lost time or medical reportable injuries~~
	●	~~No COVID-19 related cases reported~~
	●	~~No environmental incidents reported~~
	●	~~Over 100,000 ft of historic core relogged to foster a better geological interpretation of the resource~~
	●	~~10,562 ft of core drilling captured material for metallurgical testing, geotechnical and hydrological characterization at an all-in cost of $83/ft (less assays)~~
	●	~~8,495 ft of reverse circulation drilling conducted to further explore and convert inferred resources to measured and indicated at an all-in cost of $68/ft (less assays)~~

	●	~~2,370 ft of monitoring wells drilled to establish hydrological regime at the project site and commence monitoring for environmental baseline in support of eventual permit applications~~
	●	Geotechnical logging of 4,910 ft of core to establish pit slope stability characteristics including the installation of vibrating wire piezometers in four holes for slope design and eventual monitoring
	●	~~Falling head and packer tests on several holes conducted to build a hydrological model aimed at establishing both open pit operational criteria and options for post mining land use of the open pit~~
	●	~~A soil sampling program conducted to cover the entire lease area aimed and exploration and condemnation for future plant construction~~
	●	~~Wetlands and surface water surveyed to characterize the site for future permitting, allowing avoidance of sensitive areas and support eventual permit application~~
	●	~~A meteorological station established to gather baseline conditions for eventual permitting~~

	Mass		Gold (Au)				Copper (Cu)				Silver (Ag)				Au Equivalent (AuEq)
	Tons (000’s)		Oz (000’s)		oz/ st		lbs (millions)		%		Oz (000’s)		oz/ st		Oz (000’s)		oz/ st
Proven (P1)		29,600		574		0.019		118		0.198		1,440		0.049		757		0.026
Probable (P2)		40,700		440		0.011		130		0.16		1,220		0.03		679		0.017
P1 + P2		70,400		1,010		0.014		248		0.176		2,660		0.038		1,440		0.02

	●	~~Update on 2020 field activities at the CK Gold Project in Wyoming~~

	●	~~Announcement of encouraging initial project drill results~~

	●	~~Advancement of the CK Gold Project to the Pre-Feasibility Study~~

Key19-05rc	From (m)	To (m)	Length (m)	Au intercept (gpt)
	12.2	77.7	67.06	0.194
Including	12.2	19.8	9.14	0.333
and	36.6	65.5	30.48	0.273
	150.9	225.6	76.2	0.224
including	150.9	175.3	25.91	0.167
and	182.9	207.3	25.91	0.408
including	187.5	198.1	12.2	0.706

Table of Intercepts for 2019 Keystone Core-RC drilling Au >0.300 gpt
Hole No.	From ft	To ft	From m	To m	Length ft	Length m	Au opt	Ag opt	Au gpt	Ag gpt	Notes
Key19-01c	1317	1321.9	401.4	402.9	4.9	1.5	0.062	-	2.112	-	oxide
Key19-02rc	305	315	93.0	96.0	10	3.0	0.015	-	0.530	-	mixed
	355	360	108.2	109.7	5	1.5	0.012	-	0.397	-	mixed
	735	740	224.0	225.6	5	1.5	0.016	-	0.538	-	oxide
	1775	1780	541.0	542.5	5	1.5	0.010	-	0.327	-	sulfide
Key19-03rc	300	305	91.4	93.0	5	1.5	0.041	-	1.411	-	oxide
within	300	315	91.4	96.0	15	4.6	0.028	-	0.954	-	oxide
	825	830	251.5	253.0	5	1.5	0.017	-	0.576	-	sulfide
Key19-05rc	40	45	12.2	13.7	5	1.5	0.040	-	1.361	-	oxide
	120	125	36.6	38.1	5	1.5	0.011	-	0.392	-	oxide
	135	140	41.1	42.7	5	1.5	0.010	-	0.336	-	oxide
	155	175	47.2	53.3	20	6.1	0.013	-	0.456	-	oxide
	195	205	59.4	62.5	10	3.0	0.012	-	0.412	-	sulfide
	565	570	172.2	173.7	5	1.5	0.009	-	0.316	-	oxide
	615	655	187.5	199.6	40	12.2	0.021	-	0.706	-	oxide
	730	735	222.5	224.0	5	1.5	0.023	-	0.773	-	oxide
	1090	1095	332.2	333.8	5	1.5	0.023	-	0.780	-	oxide
	1200	1205	365.8	367.3	5	1.5	0.010	-	0.347	-	oxide
Key19-06rc	1395	1400	425.2	426.7	5	1.5	0.010	-	0.327	-	sulfide
	1410	1415	429.8	431.3	5	1.5	0.009	-	0.304	-	sulfide
	1420	1425	432.8	434.3	5	1.5	0.009	-	0.312	-	sulfide

	●	~~Challis Gold Project is located about 75 kms SW of Salmon, ID and 20 kms SW of Revival Gold’s Beartrack Project, within the Tertiary Challis Volcanic Field~~
	●	Challis Gold is a low sulfidation, Au-Ag epithermal vein and stockwork deposit localized along intersecting NW – NE trending shear structures in a window of sedimentary rocks exposed through the Challis Volcanics
	●	~~Historic (not-current) 43-101 Resource of approximately 313,825 oz Au at a grade of 1.22 g/t Au, low strip ratio (Johnny’s Point)~~
	●	~~Idaho is ranked as world’s 8~~^th ~~best mining jurisdiction by the Fraser Institute; higher than any Canadian jurisdiction~~
	●	~~Nearby Idaho mining areas include the Stibnite Au project, Bear Track Au project, Delamar Ag-Au mine, Coeur d’Alene Ag-Zn-Pb mines, Black Pine Au mine and Thompson Creek Mo mine~~

Name	Age	Principal Occupation	Officer/ Director Since
Eric Alexander	56	Chief Financial Officer - Principal Financial and Accounting Officer	2020
		of U.S. Gold Corp.
George M. Bee	65	Chief Executive Officer, President and Director of U.S. Gold Corp.	2020
Kevin Francis	63	Vice President – Exploration and Technical Services	2021

	●	the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;
	●	the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;
	●	the availability and cost of appropriate smelting and/or refining arrangements, if required;
	●	compliance with environmental and other governmental approval and permit requirements;
	●	the availability of funds to finance exploration activities, as warranted;
	●	potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent exploration activities;
	●	potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies; ~~and~~
	●	inability to secure fair and reasonable terms associated with mineral leases; and
	●	potential shortages of mineral processing, construction and other ~~facilities related~~facilities-related supplies.

	●	the timing and cost, which are considerable, of the construction of mining and processing facilities;
	●	~~the ability to find sufficient gold reserves to support a profitable mining operation;~~
	●	the availability and costs of skilled labor and mining equipment;
	●	compliance with environmental and other governmental approval and permit requirements;
	●	the availability of funds to finance exploration activities;
	●	potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants that may delay or prevent exploration activities; and
	●	potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies.

	●	laws and regulations governing mineral concession acquisition, prospecting, exploration and ~~exploration;~~development and operation;
	●	laws and regulations related to exports, taxes and fees;
	●	labor standards and regulations related to occupational health and mine safety; and
	●	environmental standards and regulations related to waste disposal, toxic substances, land use and environmental protection.

	●	~~fluctuation in the supply of, demand and market price for gold;~~
	●	~~mining activities of our competitors;~~
	●	~~sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;~~
	●	~~interest rates;~~
	●	~~currency exchange rates;~~
	●	~~inflation or deflation;~~
	●	~~fluctuation in the value of the United States dollar and other currencies;~~
	●	~~global and regional supply and demand, including investment, industrial and jewelry demand; and~~
	●	~~political and economic conditions of major gold or other mineral-producing countries.~~

●	negotiating agreements with contractors on acceptable terms;
●	the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
●	reduced control over those aspects of operations which are the responsibility of the contractor;
●	failure of a contractor to perform under its agreement;
●	interruption of exploration operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;
●	failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and
●	problems of a contractor with managing its workforce, labor unrest or other employment issues.

	●	results of our operations and exploration efforts;
	●	fluctuation in the supply of, demand and market price for ~~gold;~~gold and copper;
	●	our ability to obtain working capital financing;
	●	additions or departures of key personnel;
	●	limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
	●	our ability to execute our business plan;
	●	sales of our common stock and decline in demand for our common stock;
	●	regulatory developments;
	●	economic and other external factors;
	●	investor perception of our industry or our prospects; and
	●	period-to-period fluctuations in our financial results.

	●	a limited availability of market quotations for our securities;
	●	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
	●	a limited amount of analyst coverage; and
	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	On February 21, 2023, we submitted our Industrial Siting Permit with the Industrial Siting Division (“ISD”) of the WDEQ. On May 10, 2023, we had a hearing with the ISD and on June 20, ~~2020,~~2023, we ~~announced a proposed 2020 Keystone exploration program, subject~~received notification from the ISD that an Industrial Siting Permit was granted to us ~~obtaining additional financing.~~for the construction and operation of the proposed facility.

	●	~~On August 25, 2020,~~In February 2023, we ~~announced~~executed a Water Development and Purchase Agreement with the ~~publication~~Cheyenne Board of Public Utilities securing a ~~technical report on~~firm supply of up to 600 gallons per minute of water for the ~~Keystone project by~~life of the ~~Geological Society of Nevada.~~

	●	On May 19, 2021, we received Bureau of Land Management (BLM) approval for an additional 50 acres of disturbance under our effective Plan of Operations (POO) for Keystone. We advanced the required reclamation bond. We also announced potential interest in the Keystone project from various industry partners for potential joint venture opportunities.

	●	~~On October 28, 2020, we announced an exploration update for Maggie Creek.~~CK Gold project.

	●	On April ~~7, 2021,~~6, 2023, the Board of the Wyoming Office of State Lands and Investments (“OSLI”) approved a reduction in the royalty rate for our CK Gold Project to a fixed 2.1% of net receipts.

		-	We continue towards the completion of a Plan of Operations as the next phase of ~~exploration;~~

		-	~~We are planning to engage in mapping, geochemical and geophysical surveys in the second half of 2021; and~~

		-	~~Potential strategic joint-venture partners have expressed interest in our Challis Gold project~~exploration.

	For the Year Ended			For the Year Ended
	April 30, 2021			April 30, 2020

Net cash used in operating activities	$	(8,590,636	)	$	(3,897,743	)
Net cash provided by investing activities	$	2,457,009		$	159,063
Net cash provided by financing activities	$	17,029,075		$	4,291,456

●	The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

●	The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Index to Consolidated Financial Statements	Page

Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 688)	F-1

Consolidated Balance Sheets as of April 30, ~~2021~~2023 and ~~2020~~2022	F-2

Consolidated Statements of Operations – Years ended April 30, ~~2021~~2023 and ~~2020~~2022	F-3

Consolidated Statements of Changes in Stockholders’ Equity - Years ended April 30, ~~2021~~2023 and ~~2020~~2022	F-4

Consolidated Statements of Cash Flows - Years ended April 30, ~~2021~~2023 and ~~2020~~2022	F-5

Notes to Consolidated Financial Statements - Years ended April 30, ~~2021~~2023 and ~~2020~~2022	F-6

	Preferred Stock - Series F						Preferred Stock - Series G					Preferred Stock - Series H						Preferred Stock - Series I						Common Stock
	$0.001 Par Value						$0.001 Par Value					$0.001 Par Value						$0.001 Par Value						$0.001 Par Value						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Equity

Balance, April 30, 2019		-		$	-			-		$	-		-		$	-			-		$	-			1,986,063		$	1,986		$	33,425,931		$	(26,275,102	)	$	7,152,815

Issuance of preferred stock and warrants for cash, net of offering cost		1,250			1			-			-		-			-			-			-			-			-			2,401,201			-			2,401,202

Issuance of preferred stock in connection with the Exchange Agreement		(127	)		-			127			-		-			-			-			-			-			-			-			-			-

Issuance of common stock for cash, net of offering cost		-			-			-			-		-			-			-			-			357,142			357			1,889,898			-			1,890,255

Issuance of common stock to private placement agent related to sale of common stock		-			-			-			-		-			-			-			-			25,281			25			(25	)		-			-

Conversion of preferred stock into common stock		(1,123	)		(1	)		(70	)		-		-			-			-			-			222,018			222			(221	)		-			-

Issuance of common stock in connection with the share exchange agreement		-			-			-			-		-			-			-			-			200,000			200			2,019,800			-			2,020,000

Issuance of common stock for services		-			-			-			-		-			-			-			-			78,153			78			572,525			-			572,603

Issuance of common stock for accrued services		-			-			-			-		-			-			-			-			2,862			3			26,900			-			26,903

Stock options granted for services		-			-			-			-		-			-			-			-			-			-			196,046			-			196,046

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-			-			-			-		-			-			-			-			32,454			33			497,495			-			497,528

Deemed dividend related to issuance of Series G preferred stock		-			-			-			-		-			-			-			-			-			-			63,500			(63,500	)		-

Fractional difference due to the reverse stock-split		-			-			-			-		-			-			-			-			(580	)		(1	)		-			-			(1	)

Net loss		-			-			-			-		-			-			-			-			-			-			-			(5,249,350	)		(5,249,350	)

Balance, April 30, 2020		-			-			57			-		-			-			-			-			2,903,393			2,903			41,093,050			(31,587,952	)		9,508,001

Issuance of preferred stock and warrants, net of issuance cost		-			-			-			-		-			-			921,666			922			-			-			5,529,082			-			5,530,004

Issuance of preferred stock and common stock in connection with the Share Exchange Agreement		-			-			-			-		106,894			107			-			-			581,053			581			12,640,292			-			12,640,980

Conversion of preferred stock into common stock		-			-			(57	)		-		(106,894	)		(107	)		(921,666	)		(922	)		2,010,963			2,011			(982	)		-			-

Common stock issued for cash		-			-			-			-		-			-			-			-			914,136			914			8,998,163			-			8,999,077

Issuance of common stock for services		-			-			-			-		-			-			-			-			163,076			163			1,539,201			-			1,539,364

Issuance of common stock for prepaid services		-			-			-			-		-			-			-			-			8,231			8			106,242			-			106,250

Issuance of common stock for exercise of warrants		-			-			-			-		-			-			-			-			482,894			483			2,499,511			-			2,499,994

Stock options granted for services		-			-			-			-		-			-			-			-			-			-			194,761			-			194,761

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-			-			-			-		-			-			-			-			1,875			2			1,868,366			-			1,868,368

Net loss		-			-			-			-		-			-			-			-			-			-			-			(12,387,094	)		(12,387,094	)

Balance, April 30, 2021		-		$	-			-		$	-		-		$	-			-		$	-			7,065,621		$	7,065		$	74,467,686		$	(43,975,046	)	$	30,499,705

	April 30, 2021 As Previously Reported			Revision			As Revised
Accumulated Deficit		(43,975,046	)		(430,486	)		(44,405,532	)
Total Stockholders’ Equity	$	30,499,705		$	(430,486	)	$	30,069,219