UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended JanuaryJuly 31, 20182022

or

OR

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

For the transition period from _____________ to _____________

For the transition period from ___________to _____________

Commission file number:1-08266001-08266

U.S. GOLD CORP.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

Nevada22-1831409

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1910 E. Idaho Street, Suite 102-Box 604, Elko, NV89801
(Address of principal executive offices)Principal Executive Offices)(Zip Code)

(800)557-4550

(Registrant’s telephone number,Telephone Number, including area code)Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockUSAUNasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. [X] ☒ Yes [  ] ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] ☒ Yes [  ] ☐ 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” in Rule 12b-2 of the Exchange Act. (Check One):

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ]☐ Yes [X] ☒ No

Indicate the number of shares outstanding of each of the issuer’sregistrant’s classes of common stock, as of the latest practicable date. Common Stock ($0.001 par value): As of March 16, 2018,September 12, 2022, there were 17,352,0848,349,843 shares outstanding.

 

 

 

U.S. GOLD CORP.

FORM 10-Q

TABLE OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements- UnauditedStatements34
Condensed Consolidated Balance Sheets as of JanuaryJuly 31, 2018 (unaudited)2022 (Unaudited) and April 30, 2017202234
Condensed Consolidated Statements of Operations for the Threethree months ended July 31, 2022 and Nine Months ended January 31, 2018 and 2017 (unaudited)2021 (Unaudited)45
Condensed Consolidated StatementStatements of Changes in Stockholders’ Equity for the Nine Monthsthree months ended JanuaryJuly 31, 2018 (unaudited)2022 and 2021 (Unaudited)56
Condensed Consolidated Statements of Cash Flows for the Nine Monthsthree months ended JanuaryJuly 31, 20182022 and 2017 (unaudited)2021 (Unaudited)67
Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)(Unaudited)78
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2322
Item 3.Quantitative and Qualitative Disclosures About Market Risk2725
Item 4.Controls and Procedures2825
PART II – OTHER INFORMATION
Item 1.Legal Proceedings2826
Item 1A.Risk Factors2826
Item 2.Unregistered Sales of Equity Securities and useUse of Proceeds2826
Item 3.Defaults Upon Senior Securities2826
Item 4.Mine Safety Disclosures2926
Item 5.Other Information2926
Item 6.Exhibits2927
Signature Page3028

2

 

FORWARD-LOOKING STATEMENTS

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements include comments relating to (i) the preliminary feasibility study for the CK Gold Project, including mineral resources, mineral reserves, mine life, anticipated capital requirements, projected internal rates of return and potential upside considerations, (ii) timing for submission of permits and regulatory approval for the CK Gold Project; (iii) the ability of available cash reserves at July 31, 2022 to be sufficient for greater than the next twelve months; and (iv) other statements regarding our financial condition and budgeted spending for 2023.

We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and variations of such words and similar expressions 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 the factors set forth in, or incorporate by reference in this report, including:

●the timing, duration and overall impact of the COVID-19 pandemic on our business and exploration activities;
●deviations from the projections set forth in the prefeasibility study for the CK Gold Project due to unanticipated variations in grade, unexpected challenges with potential mining of the deposit, volatility in commodity prices, variations in expected recoveries, increases in projected operating or capital costs, or delays in our permitting plans;
●the strength of the world economies;
●fluctuations in interest rates;
●changes in governmental rules and regulations or actions taken by regulatory authorities;
●the impact of geopolitical events and other uncertainties, such as the conflict in Ukraine;
●our ability to maintain compliance with the NASDAQ Capital Market’s (the “NASDAQ”) listing standards;
●volatility in the market price of our common stock;
●our ability to fund our business with our current cash reserves based on our currently planned 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;
●our ability to retain key management and mining personnel necessary to successfully operate and grow our business; and
●the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2022.

Many of these factors are beyond our ability to control or predict. These statements speak only as of the date of this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q.

3

 

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 January 31, 2018 April 30, 2017  July 31, April 30, 
 (Unaudited)    2022 2022 
          
ASSETS                
CURRENT ASSETS:                
Cash $8,373,535  $6,820,623  $6,317,707  $9,111,512 
Note receivable  -   250,000 
Prepaid expenses and other current assets  602,893   198,151   869,849   787,902 
                
Total Current Assets  8,976,428   7,268,774 
Total current assets  7,187,556   9,899,414 
                
NON - CURRENT ASSETS:                
Property, net  338,337   349,917 
Reclamation bond deposit  81,847   41,301   832,509   832,509 
Operating lease right-of-use asset, net  51,341   64,064 
Mineral rights  4,176,952   4,120,623   16,356,862   16,356,862 
                
Total Non - Current Assets  4,258,799   4,161,924 
Total non - current assets  17,579,049   17,603,352 
                
Total Assets $13,235,227  $11,430,698 
Total assets $24,766,605  $27,502,766 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
CURRENT LIABILITIES:                
Accounts payable $179,309  $40,550 
Accounts payable - related party  2,431   2,431 
Accrued liabilities  18,198   137,500 
Accounts payable and accrued liabilities $1,044,193  $1,080,405 
Operating lease liabilities, current portion  42,832   55,630 
                
Total Liabilities  199,938   180,481 
Total current liabilities  1,087,025   1,136,035 
        
LONG- TERM LIABILITIES        
Warrant liability  1,500,000   2,440,000 
Asset retirement obligation  266,470   260,196 
Operating lease liabilities, less current portion  8,734   8,734 
Total long-term liabilities:  1,775,204   2,708,930 
        
Total liabilities  2,862,229   3,844,965 
                
Commitments and Contingencies          -   - 
                
STOCKHOLDERS’ EQUITY :                
Preferred stock, $0.001 par value; 50,000,000 authorized        
Convertible Series C Preferred stock ($0.001 Par Value; 45,002 Shares Authorized; 2,379 and 45,002 issued and outstanding as of January 31, 2018 and April 30, 2017; Liquidation value $237,900)  2   45 
Convertible Series E Preferred stock ($0.001 Par Value; 2,500 Shares Authorized; 730 issued and outstanding as of January 31, 2018; Liquidation value $1,460,000)  1   - 
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 16,210,416 and 6,932,059 shares issued and outstanding as of January 31, 2018 and April 30, 2017)  16,210   6,932 
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 July 31, 2022 and April 30, 2022)  -   - 
Convertible Series G Preferred stock ($0.001 Par Value; 127 Shares Authorized; none issued and outstanding as of July 31, 2022 and April 30, 2022)  -   - 
Convertible Series H Preferred stock ($0.001 Par Value; 106,894 Shares Authorized; none issued and outstanding as of July 31, 2022 and April 30, 2022)  -   - 
Convertible Series I Preferred stock ($0.001 Par Value; 921,666 Shares Authorized; none issued and outstanding as of July 31, 2022 and April 30, 2022)  -   - 
Preferred stock, Value  -   - 
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 8,349,843 and 8,349,843 shares issued and outstanding as of July 31, 2022 and April 30, 2022)  8,350   8,350 
Additional paid-in capital  30,067,117   15,813,297   81,747,312   81,555,379 
Accumulated deficit  (17,048,041)  (4,570,057)  (59,851,286)  (57,905,928)
                
Total Stockholders’ Equity  13,035,289   11,250,217 
Total stockholders’ equity  21,904,376   23,657,801 
                
Total Liabilities and Stockholders’ Equity $13,235,227  $11,430,698 
Total liabilities and stockholders’ equity $24,766,605  $27,502,766 

See the accompanying notes are integral part of theto unaudited condensed consolidated financial statements.

34

 

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

  For the Three  For the Three  For the Nine  For the Nine 
  Months Ended  Months Ended  Months Ended  Months Ended 
  January 31, 2018  January 31, 2017  January 31, 2018  January 31, 2017 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
             
Net revenues $-  $-  $-  $- 
                 
Operating expenses:                
Compensation and related taxes  224,109   462,668   1,875,367   913,681 
Exploration costs  932,182   988,476   2,236,461   1,225,214 
Professional fees  463,714   155,820   1,990,401   1,336,034 
General and administrative expenses  148,243   41,482   544,600   205,793 
                 
Total operating expenses  1,768,248   1,648,446   6,646,829   3,680,722 
                 
Operating loss from operations from continuing operations  (1,768,248)  (1,648,446)  (6,646,829)  (3,680,722)
                 
Other income (expense):                
Interest expense  -   -   -   (4,242)
                 
Total other expense  -   -   -   (4,242)
                 
Loss from continuing operations before provision for income taxes  (1,768,248)  (1,648,446)  (6,646,829)  (3,684,964)
                 
Provision for income taxes  -   -   -   - 
                 
Loss from continuing operations  (1,768,248)  (1,648,446)  (6,646,829)  (3,684,964)
                 
Discontinued operations:                
Gain (loss) from discontinued operations  3,428   -   (5,925,640)  - 
(Loss) gain from sale of discontinued operations  (7,538)  -   94,485   - 
                 
Total (loss) gain from discontinued operations  (4,110)  -   (5,831,155)  - 
                 
Net loss $(1,772,358) $(1,648,446) $(12,477,984) $(3,684,964)
                 
Loss per common share, basic and diluted                
Loss from continuing operations $(0.12) $(0.16) $(0.55) $(0.38)
Discontinuing :                
Operations $-  $-  $(0.49) $- 
Gain (loss) $-  $-  $0.01  $

-

 
Total discontinuing operations $-  $-  $(0.48) $- 
Net loss per share $(0.12) $(0.16) $(1.03) $(0.38)
                 
Weighted average common shares outstanding - basic and diluted  14,400,023   10,300,000   12,152,505   9,610,326 
  For the Three Months  For the Three Months 
  Ended  Ended 
  July 31, 2022  July 31, 2021 
       
Net revenues $-  $- 
         
Operating expenses:        
Compensation and related taxes - general and administrative  402,805   390,649 
Exploration costs  762,861   1,831,360 
Professional and consulting fees  1,325,791   1,075,975 
General and administrative expenses  393,901   251,731 
         
Total operating expenses  2,885,358   3,549,715 
��        
Loss from operations  (2,885,358)  (3,549,715)
         
Other income:        
Change in fair value of warrant liability  940,000   - 
         
Total other income  940,000   - 
         
Loss before provision for income taxes  (1,945,358)  (3,549,715)
         
Provision for income taxes  -   - 
         
Net loss $(1,945,358) $(3,549,715)
         
Net loss per common share, basic and diluted $(0.23) $(0.50)
        
Weighted average common shares outstanding - basic and diluted  8,349,843   7,079,751 

See the accompanying notes are integral part of theto unaudited condensed consolidated financial statements.

45

 

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINETHREE MONTHS ENDED JANUARYJULY 31, 20182022 AND 2021

 Preferred Stock - Series C Preferred Stock - Series E Common Stock Additional    Total 
 $0.001 Par Value $0.001 Par Value $0.001 Par Value Paid-in Accumulated  Stockholders’ 
 Shares Amount Shares Amount Shares Amount Capital Deficit  Equity 
                    
Balance, May 1, 2017 45,002 $45  - $- 6,932,059 $6,932 $15,813,297 $(4,570,057) $11,250,217 
                            
Recapitalization of the Company -  -  -  - 1,204,667  1,205  5,660,730      5,661,935 
                            
Issuance of common stock for cash -  -  -  - 1,568,100  1,568  2,588,436  -   2,590,004 
                            
Issuance of preferred stock and warrants for cash -  -  2,500  3 -  -  4,918,617  -   4,918,620 
                            
Issuance of common stock for the acquisition of mineral rights -  -  -  - 15,000  15  35,835  -   35,850 
                            
Issuance of common stock for services -  -  -  - 299,435  300  664,910  -   665,210 
                            
Issuance of common stock for prepaid services -  -  -  - 106,250  106  253,831  -   253,937 
                            
Conversion of preferred stock into common stock (42,623) (43) (1,770)  (2)6,032,320  6,032  (5,987) -   - 
                            
Issuance of common stock for accrued services -  -  -  - 52,585  52  137,448  -   137,500 
                            
Net loss -  -  -  - -  -  -  (12,477,984)  (12,477,984)
                            
Balance, January 31, 2018 2,379 $2  730 $1 16,210,416 $16,210 $30,067,117 $(17,048,041) $13,035,289 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
  Preferred Stock - Series F  Preferred Stock - Series G  Preferred Stock - Series H  Preferred Stock - Series I  Common Stock  Additional     Total 
  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
                                        
Balance, April 30, 2022  -  $-   -  $-   -  $-   -  $-   8,349,843  $8,350  $81,555,379  $(57,905,928) $23,657,801 
                                                     
Stock based compensation in connection with stock option grants  -   -   -   -   -   -   -   -   -   -   7,402   -   7,402 
                                                     
Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants  -   -   -   -   -   -   -   -   -   -   184,531   -   184,531 
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (1,945,358)  (1,945,358)
                                                     
Balance, July 31, 2022  -  $-   -  $-   -  $-   -  $-   8,349,843  $8,350   81,747,312  $(59,851,286) $21,904,376 

  Preferred Stock - Series F  Preferred Stock - Series G  Preferred Stock - Series H  Preferred Stock - Series I  Common Stock  Additional     Total 
  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  $0.001 Par Value  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
                                        
                                        
Balance, April 30, 2021  -  $-   -  $-   -  $-   -  $-   7,065,621  $7,065  $74,467,686  $(43,975,046) $30,499,705 
                                                     
Issuance of common stock for prepaid services  -   -   -   -   -   -   -   -   25,000   25   258,475   -   258,500 
                                                     
Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants  -   -   -   -   -   -   -   -   -   -   232,443   -   232,443 
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (3,549,715)  (3,549,715)
                                                     
Balance, July 31, 2021  -  $-   -  $-   -  $-   -  $-   7,090,621  $7,090  $74,958,604  $(47,524,761) $27,440,933 

See the accompanying notes are integral part of theto unaudited condensed consolidated financial statements.

56

 

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

  For the Nine  For the Nine 
  Months Ended  Months Ended 
  January 31, 2018  January 31, 2017 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(12,477,984) $(3,684,964)
Adjustments to reconcile net loss to net cash used in operating activities:        
Stock based compensation  665,210   875,000 
Amortization of prepaid stock based expenses  242,537   - 
Impairment expense  6,094,760   - 
Gain on sale of business  (94,485)  - 
Gain on extinguishment of liabilities  (248,684)  - 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (404,725)  (112,601)
Reclamation bond deposit and other assets  (27,881)  (32,311)
Accounts payable  138,759   (24,464)
Accounts payable - related parties  -   (40,035)
Accrued liabilities  (149,144)  89,115 
         
NET CASH USED IN OPERATING ACTIVITIES  (6,261,637)  (2,930,260)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Net proceeds received from sale of business  326,404   - 
Acquisition of mineral rights  (20,479)  (288,917)
         
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  305,925   (288,917)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Repayment of note payable - related party  -   (285,000)
Repayments to related party for advances  -   (123,624)
Issuance of preferred stock and warrants, net of issuance cost  4,918,620   10,865,826 
Issuance of common stock  2,590,004   - 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  7,508,624   10,457,202 
         
NET INCREASE IN CASH  1,552,912   7,238,025 
         
CASH - beginning of period  6,820,623   305,661 
         
CASH - end of period $8,373,535  $7,543,686 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid for:        
Interest $-  $4,242 
Income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Issuance of common stock for the acquisition of mineral rights $35,850  $555,000 
Issuance of common stock pursuant to merger $

5,661,935

  $- 
Grant of stock options for the acquisition of mineral rights $-  $184,968 
Conversion of preferred stock into common stock $43  $- 
Issuance of common stock for accrued services $137,500  $- 
Issuance of common stock for prepaid services $253,937  $- 

  For the Three Months  For the Three Months 
  Ended  Ended 
  July 31, 2022  July 31, 2021 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(1,945,358) $(3,549,715)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  11,580   7,949 
Accretion  6,274   4,934 
Amortization of right-of-use asset  12,723   4,280 
Stock based compensation  191,933   232,443 
Amortization of prepaid stock based expenses  99,250   91,188 
Change in fair value of warrant liability  (940,000)  - 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (181,197)  (237,074)
Reclamation bond deposit  -   (114,000)
Accounts payable and accrued liabilities  (36,212)  694,952 
Operating lease liability  (12,798)  (4,280)
         
NET CASH USED IN OPERATING ACTIVITIES  (2,793,805)  (2,869,323)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
         
Purchase of property and equipment  -   (3,767)
         
NET CASH USED IN INVESTING ACTIVITIES  -   (3,767)
         
NET DECREASE IN CASH  (2,793,805)  (2,873,090)
         
CASH - beginning of year  9,111,512   13,645,405 
         
CASH - end of period $6,317,707  $10,772,315 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid for:        
Interest $-  $- 
Income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:        
Issuance of common stock for prepaid services and accrued services $-  $258,500 

See the accompanying notes are integral part of theto unaudited condensed consolidated financial statements.

67

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARYJULY 31, 2018 AND 20172022

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was incorporated under the laws of the State of Nevada and was originally incorporated in the State of New Jersey in 1967.1967 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 withJune 13, 2016, Gold King Corp. (“Gold King”), in a transactionprivate Nevada corporation, entered into an Agreement 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”), 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 treated as a reverse acquisition 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 Dataram Corporationthe Company (the legal acquirer) from the date of the merger.Gold King Merger. Gold King is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada and Wyoming. None of the Company’s properties contain proven and probable reserves and all of the Company’s activities on all of its properties are exploratory in nature.

On May 3, 2017, theThe Company filedhas a certificate of amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one for four basis. All share and per share values of the Company’s common stock for all periods presented in the accompanying unaudited condensed consolidated financial statements are retroactively restated for the effect of the reverse stock split in accordance with Staff Accounting Bulletin 4C.

Recent developments -wholly owned subsidiary, U.S. Gold Acquisition and Disposition

On June 13, 2016, Gold King, a private Nevada corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, the Company’s wholly-owned subsidiary,Corporation, formerly Dataram Acquisition Sub, Inc. (“U.S. Gold Acquisition”), a Nevada corporation (“Acquisition Sub”), and all of the principal shareholders of Gold King (the “Gold King Shareholders”). Upon closing of the transactions contemplated under the Merger Agreement (the “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.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 or change in control, asand the majority of the Boardboard of Directorsdirectors changed with the consummation of the Gold King Merger. The Company issued shares of common stock to Gold King which represented approximately 90%90% of the combined company.

On July 31, 2017,September 10, 2019, the Company, 2637262 Ontario Inc., a corporation incorporated under the laws of the Province 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 of the Company’s Board of Directors, or Board, reviewed and approved the recommendation of management to consider strategic optionscommon stock in exchange for Dataram Corporation’s legacy business (“Dataram Memory”) including the saleall of the business, within the next 12 months.

In approving the recommendationissued and adoptingoutstanding shares of NumberCo, with NumberCo becoming a formal plan, the Board retained the right to review all offers received and final approval on any salewholly-owned subsidiary of the business. As such,Company.

On March 17, 2020, the legacy businessboard 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.

The 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 (“S-K 1300”) promulgated by the United States Securities and Exchange Commission (“SEC”). None of the Company’s other properties contain proven and probable mineral reserves and all activities were re-classed and reported as part of “discontinued operations”. Priorare exploratory in nature.

Unless the context otherwise requires, all references herein to the sale of Dataram Memory business, assets“Company” refer to U.S. Gold Corp. and liabilities were reflected on the balance sheet as “held for sale”. On October 13, 2017, the Company sold the Dataram Memory business for a purchase price of $900,000 (see Note 4).its consolidated subsidiaries.

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentationpresentation and Liquidityprinciples of consolidation

The accompanying interim unaudited condensed 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-Q, and the rules and regulations of the United States Securities and Exchange CommissionSEC for interim financial information, which includes the unaudited condensed consolidated financial statements and presentpresents the unaudited condensed consolidated financial statements of the Company and its wholly-owned subsidiaries as of JanuaryJuly 31, 2018.2022. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended April 30, 2017,2022, which are contained in the Form 8-K/A10-K filed on July 31, 2017.August 15, 2022. The unaudited condensed consolidated balance sheet as of April 30, 2017July 31, 2022 was derived from those financial statements. 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. TheOperating results forduring the interim periodthree months ended July 31, 2022 are not necessarily indicative of the results to be expected for the year endedending April 30, 2018.2023.

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss and used cash in its operations of approximately $12.5 million and $6.3 million, respectively, for the nine months ended January 31, 2018. Additionally, the Company had an accumulated deficit of approximately $17 million at January 31, 2018. The Company consummated private placements to several investors for the sale of the Company’s Series B Convertible Preferred Stock (“Series B Preferred Stock”) and Series C Convertible Preferred Stock (“Series C Preferred Stock”) for aggregate net proceeds of approximately $10.9 million between July 2016 and October 2016, received net proceeds from sale of the Company’s common stock of approximately $2.6 million between July 2017 and October 2017 and completed a private placement for the sale of the Company’s Series E Convertible Preferred Stock (“Series E Preferred Stock”) and warrants for aggregate net proceeds of approximately $4.9 million in January 2018. There can be no assurance that the Company will be able to raise additional capital or if the terms will be favorable.

The above steps substantially lowered the Company’s potential cash exposure. Additionally, the Company is able to control cash spending on its exploration activities. As a result, as of the date of the issuance of these financial statements, the Company believes its current cash position and plans have alleviated substantial doubt about its ability to sustain operations for at least one year from the issuance of these condensed unaudited consolidated financial statements.

Use of Estimates and Assumptions

In preparing the unaudited condensed 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 stock, issuedvaluation of warrant liability, asset retirement obligations and the valuation of deferred tax assets and liabilities.

Fair Value of Financial InstrumentsMeasurements

The Company has adopted Accounting Standards Codification (“ASC”) 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 accounting principles generally accepted in the United States of America thatU.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.

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These inputs are prioritized below:

Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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 carrying amounts reportedCompany’s warrant liability for warrants issued in the condensed consolidated balance sheets for cash, prepaid expenseMarch 2022 (see Note 9) was estimated using a Monte Carlo simulation model using Level 3 inputs.

Prepaid expenses and other current assets –

Prepaid expenses and other current assets of $869,849 and $787,902 at July 31, 2022 and April 30, 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 fees, easement fees, options fees, and mineral lease fees which are being amortized over the terms of their respective agreements.

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

Property

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, payable, and accrued liabilities, approximate theirany resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated fair values based onuseful life of the short-term maturity of these instruments.assets, generally three to five years.

 

Goodwill and other intangible assets

In accordance with ASC 350-30-65, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1.Significant underperformance relative to expected historical or projected future operating results;
2.Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3.Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Impairment of long-lived assets

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. During the nine months ended January 31, 2018, the Company determined that the carrying value of Goodwill (see Note 4) exceeded its fair value, which triggered an impairment analysis. The Company recorded a goodwilldid not recognize any impairment expense of $6,094,760 during the nine monthsperiods ended JanuaryJuly 31, 2018, nonrecurring level 3 fair value measurement.2022 and 2021.

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Mineral Rights

Costs of lease, exploration,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. Ifincurred. Where the Company identifieshas identified proven and probable mineral reserves in its investigationon 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 uponc) approval from the Company’s board of director’s authorizing the development of a plan for operating a mine, it would enter the development stage and capitalize futureore body. Until 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 arewill 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”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 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: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:

● 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, “Leases”.

Share-Based Compensation

Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation – “Compensation—Stock Compensation’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

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

Accounting for Warrants

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 except for the warrants issued in March 2022 (see below) as of the date of issuance and determined that such instruments 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.

Warrant Liability

The Company accounts for the 625,000 warrants issued in March 2022 in accordance with the guidance contained in ASC 505, “Equity – Equity Based Payments815 and concluded that the warrants do not meet the criteria for equity treatment and must be recorded as a liability (see Note 9). Accordingly, the Company classifies these warrant instruments as a liability at fair value and adjusts the instruments to Non-Employees” (“ASC 505-50”), for share-based paymentsfair value at each reporting period. This liability will be 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 is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to consultantsre-evaluation at each reporting period.

Offering Costs

Offering costs incurred consisted of legal, placement agent fees and other third-parties, compensation expense is determinedcosts that were directly related to registered direct offerings. Offering costs were allocated to the separable financial instruments issued in the registered direct offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liability were expensed as incurred, presented as offering costs related to warrant liability in the consolidated statements of operations. Offering costs associated with the sale of common shares were charged against equity.

Remediation and Asset Retirement Obligation

Asset retirement obligations (“ARO”), consisting primarily of estimated reclamation costs at the measurement dateCompany’s CK Gold, Keystone and 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.

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

Foreign Currency Transactions

The reporting and functional currency of the Company is the grantU.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.

Leases

On May 1, 2019, the Company adopted ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. 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. UntilAs most leases do not provide an implicit rate, the measurementCompany uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is reached,amortized on a straight-line basis over the total amountlease term and is included in general and administrative expenses in the statements of compensation expense remains uncertain.operations.

Income taxesTaxes

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.

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The Company follows the provision of ASC 740-10, related to Accounting“Accounting for Uncertain Income Tax Positions.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.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 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 IRSInternal Revenue Service and state taxing authorities, generally for three years after they are filed.

OnIn December 22, 2017,2019, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740,FASB issued ASU 2019-12 – Simplifying the Accounting for Income Taxesrequires companies (“ASU 2019-12”), which is intended to recognizesimplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the effects of changesgeneral principles in tax lawsASC 740 and rates on deferred tax assetsalso clarifies and liabilitiesamends existing guidance to improve consistent application. This ASU became effective and the retroactive effectsCompany adopted the guidance during fiscal 2022. The adoption of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets will be revalued from 35% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. The Company is in the process of determining the amount of the change. Deferred tax assets will be revalued with a corresponding decrease to the Company’s valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending April 30, 2018, but the Company doesthis ASU did not expect the Tax Act to have a materialan impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company early adopted this ASU on May 1, 2017, and expects that the adoption of this ASU could have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.

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In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I.U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

Recent Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted this ASU on November 1, 2017, and expects that the adoption of this ASU will not have a material impact on future consolidated financial statements.Pronouncements

Other accountingAccounting 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 impacteffect on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impacteffect on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts, provided such contracts had been appropriately accounted for under ASC 606 by the acquiree, rather than recognizing them at their estimated fair value on the acquisition date as required under the existing guidance. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The adoption of this standard did not have a material impact on its unaudited condensed consolidated financial statements.

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 3 — GOING CONCERN

The accompanying unaudited condensed 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 July 31, 2022, the Company had cash of approximately $6.3 million, working capital of approximately $6.1 million and an accumulated deficit of approximately $59.9 million. The Company had a net loss and cash used in operating activities of approximately $1.9 million and $2.8 million, respectively, for the three months ended July 31, 2022. 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 operations. The Company’s primary source of operating funds since inception has been equity financings. As of the date of filing the Form 10-Q for the period ended July 31, 2022, the Company has sufficient cash to fund its corporate activities and general and administrative costs and currently undertaken project activities related to permitting and 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. 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 unaudited condensed consolidated financial statements.

The unaudited condensed 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.

NOTE 4 — MINERAL RIGHTS

Copper King Project

TheAs of the dates presented, mineral properties consistconsisted of the Copper King goldfollowing:

SCHEDULE OF MINERAL PROPERTIES

  July 31, 2022  April 30, 2022 
CK Gold Project $3,091,738  $3,091,738 
Keystone Project  1,028,885   1,028,885 
Maggie Creek Project  1,986,607   1,986,607 
Challis Gold Project  10,249,632   10,249,632 
Total $16,356,862  $16,356,862 

NOTE 5 — PROPERTY AND EQUIPMENT

As of the dates presented, property consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

  July 31, 2022  April 30, 2022 
Site costs $203,320  $203,320 
Land  175,205   175,205 
Computer equipment  7,265   7,265 
Vehicle  39,493   39,493 
Total  425,283   425,283 
Less: accumulated depreciation  (86,946)  (75,366)
Total $338,337  $349,917 

For the three months ended July 31, 2022 and copper development project located2021, depreciation expense amounted to $11,580 and $7,949, respectively, and included in general and administrative expenses as reflected in the Silver Crown Mining Districtaccompanying statements of southeast Wyoming (the “Copper King Project”)operations.

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U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 6 — ASSET RETIREMENT OBLIGATION

In conjunction with various permit approvals permitting the Company to undergo exploration activities at the CK Gold, Keystone and certain unpatented mining claimsMaggie Creek projects, the Company has recorded an ARO based upon the reclamation plans submitted in Meagher County, Montana. connection with the various permits. The following table summarizes activity in the Company’s ARO for the periods presented:

SCHEDULE OF ASSET RETIREMENT OBLIGATION

  July 31, 2022  April 30, 2022 
       
Balance, beginning of year $260,196  $204,615 
Addition and changes in estimates  -   33,517 
Accretion expense  6,274   22,064 
Balance, end of year $266,470  $260,196 

For the three months ended July 31, 2022 and 2021, accretion expense amounted to $6,274 and $4,934, respectively, and included in general and administrative expenses as reflected in the accompanying statements of operations.

NOTE 7 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

On July 2, 2014,May 1, 2021, the Company entered into a 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 monthly base rent of $1,667. The Company has an Asset Purchase Agreement wherebyoption 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 acquired certain mining leaseswill exercise the option and other mineral rights comprising the Copper King project and certain unpatented mining claims located in Montana. The purchase price was (a) cash paymentwhen doing so is in the amount of $1.5 millionCompany’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 (b) closing shares calculated at 50%are not included in operating lease assets or liabilities.

On September 1, 2021, the Company entered into another lease agreement for its lease facility in Cheyenne, Wyoming. The term of the issuedlease is for a two-year period from September 2021 to August 2023. The monthly base rent was $3,100 and outstandingwas lowered to $2,950 starting in March 2022. The Company has an option to renew the lease for 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 three months ended July 31, 2022 and 2021, lease expense of $14,039 and 5,000 was included in general and administrative expenses as reflected in the accompanying consolidated statements of operations.

Right-of- use assets are summarized below:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

  

July 31,

2022

  

April 30,

2022

 
Operating leases $51,341  $64,064 

Operating Lease liabilities are summarized below:

  

July 31,

2022

  

April 30,

2022

 
Operating lease, current portion $42,832  $55,630 
Operating lease, long term portion  8,734   8,734 
Total lease liability $51,566  $64,364 

The weighted average remaining lease term for the operating leases is 0.92 years and the weighted average incremental borrowing rate is 8.0% at July 31, 2022.

15

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

The following table includes supplemental cash and non-cash information related to the Company’s lease:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND NON-CASH INFORMATION RELATED TO LEASES

  2022  2021 
  Period ended July 31, 
  2022  2021 
Cash paid for amounts included in the measurement of lease liabilities        
Operating cash flows from operating lease $14,000  $5,000 
Lease assets obtained in exchange for new operating lease liabilities $-  $37,388 

The remaining minimum lease payments under non-cancelable operating leases at July 31, 2022 are as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS REQUIRED UNDER NON-CANCELABLE OPERATING LEASES

     
Year ended April 30, 2023 - remainder  42,000 
Year ended April 30, 2024  11,800 
Total $53,800 
Less: imputed interest  (2,234)
Total present value of lease liability $51,566 

NOTE 8 — RELATED PARTY TRANSACTIONS

On January 7, 2021, the Company entered into a one-year agreement (“January 2021 Agreement”) with a director providing for an annual consulting fee of $86,000 consisting of shares of the Company’s common stock with a value of $50,000 and valued at $1.5 million.

cash payments of $36,000, which is paid $3,000 per month. In accordance with ASC 360-10, “Property, Plant, and Equipment”, assets are recognized based on their costJanuary 2021, the Company issued 3,222 shares of common stock pursuant to the acquiring entity, which generally includesJanuary 2021 Agreement. The Company and the transaction costsdirector mutually agreed to extend the term of the asset acquisition. Accordingly,agreement from January 2022 to January 2023 under the same terms as the initial agreement (the “January 2022 Agreement”). In January 2022, the Company recorded a total costissued 5,814 shares of common stock pursuant to the January 2022 Agreement. The Company paid consulting fees to such director of $9,000in cash during each of the acquired mineral propertiesthree months ended July 31, 2022 and 2021.

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 $3,091,738the board of directors, of the Company 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 includesMr. Karr provided certain transition services to the purchase price ($3,000,000) and related transaction cost.

Keystone Project

The Company through its wholly-owned subsidiary, U.S. Gold Acquisition Corp., acquired the mining claims comprisingSeparation Date. Pursuant to the Keystone ProjectSeparation Agreement, Mr. Karr is entitled to receive any equity awards granted to Mr. Karr by the Company. Additionally, on May 27, 2016 from Nevada Gold Ventures, LLCMarch 19, 2021, the Company entered into a one-year agreement (“Nevada Gold”March 2021 Agreement”) and Americas Gold Exploration, Inc. under the termsfor general corporate advisory services to be provided by Mr. Karr for an annual fee of a Purchase and Sale Agreement. At the time$180,000 consisting of purchase, the Keystone Project consisted of 284 unpatented lode mining claims situated in Eureka County, Nevada. The purchase price for the Keystone Project consisted of the following: (a) cash payment in the amount of $250,000, (b) the closing shares which is equivalent to 462,500 shares of the Company’s common stock with a value of $60,000and (c)cash payments of $120,000, which is paid $10,000 per month. In January 2022, the Company’s board of directors approved the renewal of Mr. Karr’s March 2021 Agreement for an additional year under the same terms as the initial period (the “March 2022 Agreement”). In April 2022, the Company issued 5,168 and 7,353 shares of common stock pursuant to the March 2021 and March 2022 Agreements, respectively. Additionally, on January 24, 2022, the Company issued an aggregate of 231,45813,564 RSU’s and granted 5,310 five-year options to purchase the Company’s common stock to Mr. Karr for consulting services rendered. The Company paid consulting fees to Mr. Karr of $30,000 and $30,000 in cash during the three months ended July 31, 2022 and 2021, respectively.

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 at an exercise pricewith a value of $3.60$130,000 and cash payments of $120,000, which is paid $10,000 per share.

month. The Company valuedand the common shares atconsultant mutually agreed to extend the fair value of $555,000 or $1.20 per common share based on the contemporaneous sale of its preferred stock in a private placement at $0.10 per common share. The options were valued at $184,968. The options shall vest over a period of two years whereby 1/24term of the options shall vestagreement from March 2022 to March 2023 under the same terms as the initial agreement (the “March 2022 Agreement”). In April 2022, the Company issued 14,286 shares of common stock pursuant to the March 2022 Agreement. The Company paid consulting fees to such director of $30,000 and become exercisable each month for$30,000 in cash during the next 24 months. The options are non-forfeitablethree months ended July 31, 2022 and are not subject2021, respectively. Additionally, as of July 31, 2022, the Company recorded accounts payable and accrued expenses totaling $54,219 due to obligations or service requirements.such director and was included in accounts payable and accrued liabilities.

1216

 

Accordingly,U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 9 — WARRANT LIABILITY

As of July 31, 2022 and April 30, 2022, the Company recorded a total cost of the acquired mineral properties of $1,028,885 which includes the purchase price ($989,968)Company’s warrants liability was valued at $1,500,000 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.$2,440,000, respectively. Under the termsguidance 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 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. In addition, 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 executedchange in June 2017 with Nevada Gold and the Company’s wholly-owned subsidiary, U.S. Gold Acquisition Corporation, a Nevada corporation, pursuant to which Nevada Gold sold and U.S. Gold Acquisition Corporation purchased all right, title and interestfair value reported within other income 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) 15,000 shares of common stock of the Company which were issued in August 2017 (see Note 6). Mr. David Mathewson, the Company’s Chief Geologist, is a member of Nevada Gold.

As of the date of theseaccompanying unaudited condensed consolidated financial statements the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition costs and exploration costs.

Mineral properties consisted of the following:

  January 31, 2018  April 30, 2017 
Copper King project $3,091,738  $3,091,738 
Keystone project  1,028,885   1,028,885 
Gold Bar North project  56,329   - 
Total $4,176,952  $4,120,623 

NOTE 4 — ACQUISITION AND DISPOSITION

On May 23, 2017, the Company closed the Merger with Gold King. Pursuant to the terms of the Merger Agreement and as consideration for the acquisition of Gold King, on the closing date, 2,446,433 shares of the Company’s common stock, par value $0.001 per share, were issued to holders of Gold King’s common stock, Series A Preferred Stock, Series B Preferred Stock and certain incoming officers. In addition, 45,000.18 shares of the Company’s newly designated Series C Preferred Stock, par value $0.001 per share, convertible into an aggregate of 4,500,180 shares of the Company’s common stock were issued to Copper King, 45,500.18 shares of Series C Preferred Stock were issued to Copper King upon closing, 4,500.01 shares of Series C Preferred Stock were to be held in escrow pursuant to the terms of an escrow agreement and 4,523,589 shares of the Company’s common stock and warrants to purchase up to 452,359 shares of the Company’s common stock were issued to the holders of Gold King’s Series C Preferred Stock. Additionally, 231,458 of the Company’s stock options were issued to the holders of Gold King’s outstanding stock options issued in connection with the closing of the acquisition of the Keystone Project.

As a result of the Merger, for financial statement reporting purposes, the business combination between the Company and Gold King has been treated as a reverse acquisition and recapitalization with Gold King deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. At the time of the Merger, both the Company and Gold King have their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Merger are those of the Gold King and are recorded at the historical cost basis of the Company. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Gold King which are recorded at historical cost.

13

The Company’s assets and liabilities were recorded at their fair values as of the date of the Merger and the results of operations of the Company are consolidated with results of operations of Gold King starting on the date of the Merger. The Company is deemed to have issued 1,204,667 shares of common stock which represents the outstanding common stock of the Company prior to the closing of the Merger. The Company accounted for the value under ASC 805-50-30-2 “Business Combinations” whereby if the consideration is notas “Change in the form of cash, the measurement is based on either the cost which shall be measured based on the fair value of warrant liability” until the consideration givenwarrants are exercised, expired or other facts and circumstances lead the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable.warrant liability to be reclassified to stockholders’ equity. The Company deemed that the fair value of the consideration given was $4.70 per share based on the quoted trading price on the date of the Merger amounting to $5,661,935 which is more clearly evident and more reliable measurement basis. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition dateutilized a Monte Carlo Simulation model to estimate the fair value of assets acquiredthe March 2022 warrants, which incorporates significant inputs that are not observable in the market, and liabilities assumed.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 believes that information provides a reasonable basis for estimatingdetermined the fair values of assets acquired and liabilities assumed.value by using the following key inputs to the Monte Carlo Simulation Model:

As a result of the reverse merger, the total purchase consideration exceeded the net assets acquired. Initial Measurement

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 $6,094,760as a liability. The initial valuation of goodwillthese warrants were valued at $3,652,000 on March 18, 2022.

The key inputs for the timewarrant liability were as follows as of July 31, 2022:

SCHEDULE OF KEY INPUTS FOR THE WARRANT LIABILITY

Key Valuation Inputs   
Expected term (years)  5.13 
Annualized volatility  81.7%
Volatility if fundamental transaction occurs  100.00%
Risk-free interest rate  2.70%
Stock price $4.15 
Dividend yield  0.00%
Exercise price $8.60 
Probability of fundamental transaction  85%
Date of fundamental transaction  1.60 years to 5.1 years 

The key inputs for the merger. Nonewarrant liability were as follows as of the goodwill recognized is expected to be deductible for income tax purposes. April 30, 2022:

Key Valuation Inputs   
Expected term (years)  5.39 
Annualized volatility  84.2%
Volatility if fundamental transaction occurs  100.00%
Risk-free interest rate  2.92%
Stock price $5.65 
Dividend yield  0.00%
Exercise price $8.60 
Probability of fundamental transaction  85%
Date of fundamental transaction  1.90 years to 5.4 years 

The following table summarizes the consideration paid and the amountssets forth a summary of the assets acquired and liabilities assumed recognized atchanges in the acquisition date:

The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows:

Current assets (including cash of $255,555) $3,063,059 
Other assets  45,984 
Goodwill  6,094,760 
     
Liabilities assumed (including a note payable – credit line of $1,096,504)  (3,541,868)
Net purchase price $5,661,935 

During the nine months ended January 31, 2018, the Company recorded an impairment loss of $6,094,760 as the Company determined that the carryingfair value of the goodwill is not recoverable. The Company has determined that ifLevel 3 warrant liability for the business combination would have occurred on the first day of the reporting period there would not have been a material change to the continuing operations of the financial statements presented.

In June 2017, subsequent to the Merger, the Company decided to discontinue its memory product business. The Company sold the Dataram Memory business on October 13, 2017 for a purchase price of $900,000. The Company will focus its activities on its gold and precious metal exploration business. During the ninethree months ended JanuaryJuly 31, 2018, the Company has received net proceeds from the sale of Dataram Memory business of $326,404 after payment of fees related to the sale such as legal and commission expenses and other liabilities assumed.2022:

SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL THREE WARRANT LIABILITY

  

Warrant

Liability

 
Fair value as of April 30, 2022 $2,440,000 
Change in fair value  (940,000)
Fair value as of July 31, 2022 $1,500,000 

During the nine months ended January 31, 2018, the Company recognized a gain on extinguishment of liabilities of $248,684 which is included in the loss from discontinued operations as the Company has settled the distribution payable to the former Dataram Memory shareholders at an amount less than the liability originally recorded at the time of acquisition. Additionally, during the nine months ended January 31, 2018, the Company recognized gain from sale of discontinued operations of $94,485 related to the sale of the Dataram Memory business on October 13, 2017.

1417

 

Credit FacilityU.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 10 — STOCKHOLDERS’ EQUITY

As of July 31, 2022, authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $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 had a financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. that provides for a revolving loan with a maximum borrowing capacityCompany’s Board has the authority, without further action by the stockholders, to issue shares of $3,500,000. The Financing Agreement renewal date was August 31, 2017preferred stock in one or more series and will renew from year to year unless such Financing Agreement is terminated as set forth infix the loan agreement. The amount outstanding under the Financing Agreement bore interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the “Effective Rate”)rights, preferences, privileges and restrictions granted to or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The Financing Agreement contained other financial and restrictive covenants, including, among others, covenants limiting the Company’s ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. The Financing Agreement provided for advances against eligible accounts receivable and inventory balances based on prescribed formulas of raw materials and finished goods. On October 13, 2017,imposed upon the salepreferred stock.

Common Stock Issued, Restricted Stock Awards, and RSU’s Granted for Services

Total stock compensation expense for awards issued for services of the Dataram Memory business, the buyer assumed the obligation under this Financing Agreement, therefore, liabilities related to this financing agreement$184,531 and $232,443 was $0 as of January 31, 2018.

The following table sets forth for the nine months ended January 31, 2018, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to January 31, 2018.

  January 31, 2018 
Revenues $7,885,310 
Cost of sales  6,653,363 
Gross profit  1,231,947 
Operating and other non-operating expenses (including impairment charge of 6,094,760)  (7,406,271)
Gain from extinguishment of liabilities  248,684 
Loss from discontinued operations  (5,925,640)
Gain from sale of discontinued operations  94,485 
     
Total loss from discontinued operations $(5,831,155)

The following table sets forthexpensed for the three months ended JanuaryJuly 31, 2018, indicated selected financial data2022 and 2021, respectively. A balance of the Company’s discontinued operations$1,215,167 remains to be expensed over future vesting periods related to unvested restricted stock units issued for services to be expensed over a weighted average period of its memory product business from the date of merger to January 31, 2018.

  January 31, 2018 
Revenues $- 
Cost of sales  - 
Gross profit  - 
Operating and other non-operating expenses  - 
Gain from extinguishment of liabilities  3,428 
Loss from sale of discontinued operations  (7,538)
     
Total loss from discontinued operations $(4,110)

15

The following table sets forth for the three and nine months ended January 31, 2018, indicated selected financial data of the Company’s gain from sale of the Dataram Memory business.

Total consideration $900,000 
Direct legal and sales commission expenses related to the sale  (201,510)
Estimated Dataram’s accrued expenses to be deducted from the sales proceeds  (174,880)
Total carrying value of Dataram Memory business on date of sale *  (429,125)
Net gain from sale of Dataram Memory business $94,485 

Current assets $3,271,426 
Other assets  33,320 
Current liabilities  (2,866,660)
Liabilities – long term  (8,961)
* Total carrying value of Dataram Memory business on date of sale $429,125 

NOTE 5 — RELATED PARTY TRANSACTIONS

Accounts payable to related party 1.39 years. There were 288,742 restricted stock units awarded but unissued into common stock as of JanuaryJuly 31, 2018 and April 30, 2017 was $2,431, and was reflected as accounts payable – related party in the accompanying unaudited condensed consolidated balance sheets. The related party is the managing partner of Copper King LLC who was a principal stockholder of Gold King.2022.

Equity Incentive Plan

In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in JuneBoard approved the Company’s 2017 with Nevada Gold and U.S. Gold Acquisition Corporation pursuant to which Nevada Gold sold and U.S. Gold Acquisition Corporation purchased all right, title and interest inPlan including the Gold Bar North Property, a gold development project located in Eureka County, Nevada (see Note 3). The purchase price for the Gold Bar North Property was: (a) cash payment in the amountreservation of $20,479 which was paid in August 2017 and (b) 15,000165,000 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 330,710 shares for future issuance to officers, directors, employees and contractors as directed from time to time by the Compensation Committee of the Company which were issued in August 2017. Mr. David Mathewson,Board. The 2020 Plan was approved by a vote of stockholders at the Company’s Chief Geologist, is a member of Nevada Gold.

NOTE 6 — STOCKHOLDERS’ EQUITY

On May 3, 2017,2019 annual meeting. With the Company filed a certificate of amendment to its Articles of Incorporation, as amended with the Secretary of Stateapproval and effectivity of the State of Nevada in order2020 Plan, no further grants will be made under the 2017 Plan. On August 31, 2020, the Board approved and adopted, subject to (i) effectuate a reverse stock split ofstockholder approval, an amendment (the “2020 Plan Amendment”) to the Company’s issued and outstanding common stock on a one (1) for four (4) basis and (ii) increase2020 Plan. The 2020 Plan Amendment increased the Company’s authorized number of shares of common stock and preferred stockavailable for issuance pursuant to 200,000,000 shares from 54,000,000 shares and 50,000,000 shares from 5,000,000 shares, respectively.

In August 2017,awards under the Company’s Board2020 Plan by an additional 836,385, to a total of Directors approved the Company’s 2017 Equity Incentive Plan including the reservation of 1,650,000 shares of common stock thereunder.

Series E Convertible Preferred Stock

On January 19, 2018, the Company filed a Certificate of Designations of Series E Preferred with the Secretary of State of Nevada. The Company designated 2,500 shares as Series E Preferred Stock, par value $0.001 per share. Each share of Series E Preferred Stock is convertible into1,167,095 shares of the Company’s common stock equal to the stated value of the Preferred Share, which is $2,000, divided by the conversion price, which is $2.00 per share of common stock, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. Holders of shares of Series E Preferred Stock shall be entitled to receive dividends when and as declaredstock. The 2020 Plan Amendment was approved by the Company’s boardstockholders on November 9, 2020.

Stock options

The following is a summary of directors, from time to time, and shall participate on an “as converted” basis with all dividends declared on the Company’s common stock.stock option activity during the three months ended July 31, 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

  Number of Options  Weighted Average
Exercise Price		  Weighted Average
Remaining Contractual Life (Years)		 
Balance at April 30, 2022  148,060  $11.65   2.23 
Granted  —   —   — 
Exercised  —   —   — 
Forfeited  —   —   — 
Cancelled  —   —   — 
Balance at July 31, 2022  148,060   11.65   1.98 
             
Options exercisable at end of period  128,410  $12.38     
Options expected to vest  19,650  $6.93     
Weighted average fair value of options granted during the period     $—     

At July 31, 2022 and April 30, 2022, the aggregate intrinsic value of options outstanding and exercisable were de minimis for each period.

1618

 

The Series E Preferred Stock does not contain any redemption provision. Upon the Company’s liquidation, the holders of shares of Series E Preferred Stock are entitled to receive in cash out of the assets of the Company, after payment of the liquidation preferenceU.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

Stock-based compensation for any outstanding shares of senior preferred stock but before any amount is paid to the holders of any of shares of junior stock and pari passu with any parity stock then outstanding, an amount per share equal the greater of (A) the stated value thereof on the date of such payment and (B) the amount per share such holder would receive if such holder converted shares of Series E Preferred Stock into common stock immediately prior to the date of such payment.

Except as required by law or the Company’s Articles of Incorporation, including certain protective provisionsoptions recorded in the Certificateunaudited consolidated statements of Designations, holders of shares of Series E Preferred Stock have the same voting rights as holders of common stock, voting together as one class on an as-converted basis based on a conversion price equal to $3.10, subject to beneficial ownership limitations.

On January 22, 2018, the Company completed a private placement to several investorsoperations totaled $7,402 and $0 for the purchase of 2,500 shares of the Company’s Series E Preferred Stock for aggregate gross proceeds of $5.0 million. The purchase price of one share of Series E Preferred Stock was $2,000. Based on the initial conversion price, approximately 2,500,000 shares of common stock would be issuable upon conversion of all of the shares sold.

The investors in the private placement were granted warrants to acquire an aggregate of 1,250,000 shares of common stock at an exercise price of $3.30, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The warrants shall be exercisable commencing six months from the issuance and have a term of exercise equal to three years from the initial exercise date. The Company is obligated to register the shares of common stock issuable upon exercise of the warrants as soon as practicable, but no later than 60 days from the closing date of the offering and to have such registration statement declared effective no later than 181 days from the closing.

If at any time after the six-month anniversary of the initial issuance date of the warrants, there is no effective registration statement registering, or no current prospectus available for, the resale of the warrant shares by the investors, then this warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the investor shall be entitled to receive a number of warrant shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)= the volume weighted average price on the trading day immediately preceding the date of the applicable notice of exercise;
(B)= the exercise price of the warrant; and
(X)= the number of warrant shares that would be issuable upon exercise of this warrant in accordance with the terms of this warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

In connection with the private placement above, the Company paid legal fees and related private placement expenses of approximately $81,000 for total net proceeds of approximately $4.9 million from the private placement.

Common Stock

In connection with the Merger, the Company is deemed to have issued 1,204,667 shares of common stock to the Dataram Memory Legacy Shareholders which represents the outstanding common shares of the Company prior to the closing of the Merger (see Note 4).

On May 18, 2016, the Company issued 125,000 shares of the Company’s common stock to a consultant in connection with a one year consulting agreement. The Company valued these common shares at the fair value of $150,000 or $1.20 per common share based on the sale of its preferred stock in a private placement. In connection with the issuance of these common shares, the Company recorded stock based compensation of $12,500 (amortization of prepaid stock based expense balance as of April 30, 2017) for the nine months ended JanuaryJuly 31, 2018.

In May 2017, in connection with the Merger (see Note 4), the Company2022 and 2021, respectively. A balance of $71,547 remains to be expensed over future vesting periods related to unvested stock options issued 37,879 shares of the Company’s common stock having a fair value of $100,000 to the Chief Geologist for services rendered to the Company from June 2016 to January 2017 pursuant to his employment agreement with the Company’s wholly-owned subsidiary Gold King. Additionally, in August 2017, the Company issued 29,412 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from February 2017 to July 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $75,000 or $2.55 per common share based on the quoted trading price on the date of grant and reduced accrued salaries by $137,500 during the nine months ended January 31, 2018 and recognized stock based compensation of $37,500 for services rendered between May 2017 to July 2017.

In July 2017, the Company sold 179,211 shares of its common stock at $2.79 per common share for proceeds of approximately $500,000. Additionally, in October 2017, pursuant to an underwriting agreement, the Company sold 1,388,889 shares of its common stock at $1.80 per share to an underwriter for net proceeds of approximately $2,090,000 after payment of underwriting discounts, commissions and related offering expenses and legal fees of approximately $410,000.

17

Between May 2017 and January 2018, the Company issued 4,262,320 shares of the Company’s common stock in exchange for the conversion of 42,623 shares of the Company’s Series C Preferred Stock.

In August 2017, the Company issued an aggregate of 195,525 shares of the Company’s common stock to officers and employees of the Company for services rendered. The Company valued these common shares at the fair value of $467,305 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $467,305 during the nine months ended January 31, 2018.

In August 2017, the Company issued an aggregate of 6,462 shares of the Company’s common stock to five directors of the Company for services rendered. The Company valued these common shares at the fair value of $15,444 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $15,444 during the nine months ended January 31, 2018.

In August 2017, the Company issued an aggregate of 117,500 shares of the Company’s common stock to four consultants pursuant to consulting agreements related to investor relations and business advisory services. The term of the consulting agreements ranged from 3 months to 12 months. The Company valued these common shares at the fair value of $280,825 or $2.39 per common share based on the quoted trading price on the date of grant. The Company recognized stock based compensation of $256,925 during the nine months ended January 31, 2018. As of January 31, 2018, $23,900 was recorded as a prepaid expense and will be amortized over the remaining term of its respective consulting agreements.

In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Buyer pursuant to which Nevada Gold sold and the Buyer purchased all right, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada (see Note 3). 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) 15,000 shares of common stock of the Company which were issued in August 2017. The Company valued these common shares at the fair value of $35,850 or $2.39 per common share based on the quoted trading price on the date of grant. Mr. David Mathewson, the Company’s Chief Geologist, is a member of Nevada Gold.

On November 10, 2017, the Company appointed Andrew Kaplan as a director of the Company. Mr. Kaplan received the Company’s equity award for new independent directors of 12,000 shares of the Company’s common stock as compensation, which shall vest in 24 equal monthly installmentsexpensed over a two yearweighted average period beginning on the one month anniversary of the date of issuance.The Company valued these common shares at the fair value of $15,240 or $1.27 per common share based on the quoted trading price on the date of grant. The fair value of the shares will be expensed on a straight line basis to consulting expense over the vesting period.2.48 years.

On November 16, 2017, the Company issued 21,213 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from August 2017 to October 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $37,500 or $1.76 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $37,500.Stock Warrants

On November 16, 2017, the Company issued an aggregate of 33,681 shares of the Company’s common stock to two former officers of the Company for services rendered. The Company valued these common shares at the fair value of $55,574 or $1.65 per common share based on the quoted trading price on the date of grant and reduced accrued salaries of $55,574.

On December 22, 2017, the Company issued 8,929 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for November 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $1.40 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

On January 3, 2018, the Company issued 7,669 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for December 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $1.63 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

18

During January 2018, the Company issued 1,770,000 shares of the Company’s common stock in exchange for the conversion of 1,770 shares of the Company’s Series E Preferred Stock.

Stock Options

A summary of the Company’s outstanding warrants to purchase shares of common stock options as of JanuaryJuly 31, 20182022 and changes during the period then ended areas presented below:

SCHEDULE OF STOCK WARRANT ACTIVITY

  Number of
Options		  Weighted
Average
Exercise
Price		  Weighted
Average
Remaining
Contractual
Life
(Years)		 
Balance at April 30, 2017 (see Note 4)  231,458  $3.60   4.01 
Granted  —   —   — 
Exercised  —   —   — 
Forfeited  —   —   — 
Cancelled  —   —   — 
Balance at January 31, 2018  231,458   3.60   3.32 
             
Options exercisable at end of period  192,882  $3.60     
Options expected to vest  38,576  $3.60     
Weighted average fair value of options granted during the period     $—     
  Number of Warrants  Weighted Average
Exercise Price		  Weighted Average Remaining Contractual Life (Years) 
Warrants with no Class designation:            
Balance at April 30, 2022  1,909,262  $9.29   4.38 
Granted  —   —   — 
Exercised  —   —   — 
Forfeited  —   —   — 
Canceled  —   —   — 
Balance at July 31, 2022  1,909,262   9.29   4.13 
Class A Warrants:            
Balance at April 30, 2022  109,687   11.40   2.22 
Granted  —   —   — 
Exercised  —   —   — 
Forfeited  —   —   — 
Canceled  —   —   — 
Balance at July 31, 2022  109,687   11.40   1.97 
Total Warrants Outstanding at July 31, 2022  2,018,949  $9.41   4.01 
Warrants exercisable at end of period  1,393,949  $9.77     
Weighted average fair value of warrants granted during the period     $—     

The 38,576 options are expected to vest overAs of July 31, 2022, the next 4 months. There was $0aggregate intrinsic value as of January 31, 2018.warrants outstanding and exercisable was $0.

Stock Warrants

A summary of the Company’s outstanding stock warrants as of January 31, 2018 and changes during the period then ended are presented below:

  Number of
Warrants		  Weighted
Average
Exercise
Price		  Weighted
Average
Remaining
Contractual
Life
(Years)		 
Balance at April 30, 2017 (see Note 4)  452,359  $2.64   4.23 
Recapitalization on May 23, 2017  33,415   32.61   0.90 
Granted  1,250,000   3.30   3.5 
Exercised  —   —   — 
Forfeited  —   —   — 
Cancelled  —   —   — 
Balance at January 31, 2018  1,735,774   3.69   3.42 

Warrants exercisable at end of period  485,774  $4.70 
Warrants expected to vest  1,250,000  $3.30 
Weighted average fair value of warrants granted during the period     $1.24 

19

NOTE 711 — NET LOSS PER COMMON SHARE

Net loss per share of common sharestock 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 SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

  July 31, 2022  July 31, 2021 
Common stock equivalents:        
Restricted stock units  441,402   355,873 
Stock options  148,060   95,000 
Stock warrants  2,018,949   1,395,509 
Total  2,608,411   1,846,382 

19

 

  

January 31,

2018

  

January 31,

2017

 
Common stock equivalents:        
Stock options  231,458   694,375 
Stock warrants  1,735,774   - 
Convertible preferred stock  967,860   31,720,809 
Total  2,935,092   32,415,184 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NOTE 812 — COMMITMENTS AND CONTINGENCIES

Mining Leases

The Copper KingCK 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 Copper King project.CK Gold Project. Leases to explore for or use of natural resources are outside the scope of ASU 2016-02 “Leases”.

The Company’s rights to the Copper KingCK Gold Project arise under two State of Wyoming mineral leases:

leases; 1) State of Wyoming Mining Lease No. 0-40828, consisting of 640 acres.

acres, and 2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres.

Lease 0-40828 was renewed in February 2013 for a second ten-yearten-year term and Lease 0-40858 was renewed for its second ten-yearten-year term in February 2014.2014. Each lease requires an annual payment of $2.00$2.00 per acre. In connection with the Wyoming Mining Leases, the following production royalties must 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:State of Wyoming:

SCHEDULE OF ROYALTY PAYABLE

FOB Mine Value per Ton Percentage Royalty 
$00.00 to $50.00  5%
$50.0100.00 to $100.00$50.00  75%
$100.0150.01 to $150.00$100.00  97%
$100.01 to $150.009%
$150.01 and up  10%

The future minimum lease payments at July 31, 2022 under these mining leases are as follows:follows, each payment to be made in the fourth quarter of the respective fiscal years:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

2018 $2,240 
2019  2,240 
2020  2,240 
2021  2,240 
2022  2,240 
Thereafter  3,200 
  $14,400 
     
Fiscal 2023 $2,240 
Fiscal 2024  960 
Total $3,200 

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

Maggie Creek option:

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 aseven-year period for a total payment of $4,500,000. Exploration and development expenses incurred by the Company on the Maggie Creek property satisfy the annual required earn-in payments. To the extent exploration and development expenses do not satisfy the full annual amounts, a cash payment for the difference is required. Additionally, costs incurred over a year’s minimum, may be carried forward to satisfy future years obligations. The Company satisfied the minimum payment required for fiscal 2022 by incurring exploration expenses in excess of $500,000. 

The remaining required Initial Earn-in payments as of July 31, 2022 are as follows:

SCHEDULE OF RIGHT AND OPTION TO EARN-IN AND ACQUIRE UNDIVIDED INTEREST

Fiscal 2023 $700,000 
Fiscal 2024  1,000,000 
Fiscal 2025  1,000,000 
Fiscal 2026  1,000,000 
  $3,700,000 

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.

20

 

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

NPRC option:

Pursuant to the Merger, 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 may renewsatisfied the lease for a third ten-year term which will require an annualminimum royalty payment of $3.00 per acre$25,000 for fiscal 2022.

The annual advance minimum royalty payments at July 31, 2022 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 then $4.00 per acre thereafter.continuing until the tenth anniversary:

SCHEDULE OF ADVANCE MINIMUM ROYALTY PAYMENTS

     
Fiscal 2023 $25,000 
Fiscal 2024  25,000 
Fiscal 2025  25,000 
Fiscal 2026  25,000 
Fiscal 2027 and thereafter  125,000 
Total $225,000 

Executive Employment Agreements100% of the advance minimum royalty payments will be applied to the royalty credits.

Exploration Access and Option to Lease Agreement

On April 12, 2016,August 25, 2021 (“Effective Date”), the Company entered into an employment agreementExploration Access and Option to Lease Agreement (the “Agreement”) with its Chief Executive Officer, Mr. Edward Karr.a 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 initial termCompany 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 agreement isproperty for two years endingan annual exploration and access right payment of $10,000, thirty days after the effective date and each year on April 30, 2018, with automatic renewals for successive one year terms unless terminated by written notice at least 90 days prior to the expirationanniversary of the term. Mr. KarrEffective Date during the Option Term until such time the Option is exercised or expires. The Company is also required to receive a base salarypay an annual Option payment of $250,000 per year. The agreement calls$35,780 for a bonusthe lease and $6,560 for the right of $250,000 to be awarded upon meeting a certain milestone goal which is concluding a financing of at least $10,000,000, a minimum of $2,500,000 of which must come from foreign investors. The bonus may be paid in cash, stock, or a combination thereof inway within thirty days after the discretionEffective Date and each year on the anniversary of the board. Any bonus for a calendar year shall be subject to Mr. Karr’s continued employment withEffective Date during the Company throughOption Term until such time the end of the calendar year in which itOption is earned and shall be paid after the conclusion of the calendar year in accordance with the Company’s regular bonus payment policies in the year following the year with respect to which the bonus relates, and in any case not later than two and one half (2-1/2) months following the end of the year with respect to which a bonus is earned.

The Company’s Chief Operating Officer, and former Chief Financial Officer, Mr. David Rector, is employed under an executive employment agreement dated Apri1 14, 2016. The initial term of the agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term. Mr. Rector is to receive a base salary of $15,000 per month. The agreement calls for a bonus in an amount up to the amount of the base salary, to be awarded in the discretion of the board of directors and to be paid in cash, stock, or a combination thereof in the discretion of the board.

On June 27, 2016, the Company entered into an employment agreement with its Chief Geologist, Mr. David Mathewson. The initial term of the agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term by either party. Mr. Mathewson is to receive a base salary of $200,000 per year. The base salary shall be payable as follows: (a) 25% of the base salary shall be payable in equal monthly cash installments and (b) the remaining 75% of the base salary shall be payable in equal monthly installments in the form of common stock of the Company. Each installment of common stock shall be issued on the first business day of the months and shall be valued at the market price on the trading day immediately prior to the date of issuance. Market price is the closing bid price on the principal securities exchange or trading market. Mr. Mathewson shall be entitled to receive bonus to be paid in cash, stock, or a combination thereof and equity awards.

Separation Agreements

On June 8, 2017, the Company and David A. Moylan, the Company’s former President and Chief Executive Officer, entered into a separation agreement. Mr. Moylan resigned as Chairman of the Board of Directors and as the President and Chief Executive Officer of the Company on May 23, 2017 in connection with the closing of the transactions contemplated by the Merger Agreement and Merger (see Note 4).

Under the terms of the separation agreement, Mr. Moylan received a severance payment of an aggregate of $494,227. Unless revoked, the separation agreement became effective eight days following execution. Such severance payment is the sole and exclusive paymentexercise by the Company and is in lieuor expires. The Company paid a total of $42,340 on September 1, 2021 pursuant to this Agreement.

At any and all payments or obligations, including any separation payments under prior agreements between Mr. Moylan andtime during the Company. Also as set forth in the separation agreement, Mr. Moylan will, until terminated by the Company’s Board of Directors at its sole option with two weeks’ notice, serve as the President and Chief Executive Officer of Dataram Memory for a monthly fee of $19,667, payable 90% in common stock ofOption Term, the Company and 10% in cash and provide general consulting and support servicesmay exercise the Option by providing a written notice to the Company. Mr. Moylan no longer serves in any capacity with the Company or its subsidiaries effective October 31, 2017.

21

On June 6, 2017, Anthony Lougee resigned as Chief Financial Officer of the Company pursuant to a Change in Control and Severance Agreement by and between the Company and Mr. Lougee dated July 31, 2015. Mr. Lougee’s decision to resign did not result from any disagreement with the Company, the Company’s management or the Board of Directors. On June 8, 2017, the Company entered into a separation agreement with Mr. Lougee. Under the terms of the separation agreement, Mr. Lougee received a severance payment of an aggregate of $221,718. Unless revoked, the separation agreement became effective eight days following execution. Such severance payment is the sole and exclusive payment by the Company and is in lieu of any and all payments or obligations, including any separation payments under prior agreements between Mr. LougeeLandowner and the Company includingshall pay a one-time right of way payment of $26,240 at closing and shall execute a lease agreement. The exclusive option to lease (the “Lease”) and right of way (the “Right of Way”) is for a term of ten years with the severance agreement.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.

Subsequent toIn consideration for the Merger, on June 8, 2017,option rights, lease rights and right of way rights under this Agreement, the Company reappointed Mr. Lougeeagreed to serve as our Chief Financial Officer and asgrant the Chief Financial Officer of Dataram Memory and entered into an amended and restated offer letter agreement which was accepted. Mr. Lougee’s compensation remained the same as his compensation immediately prior to his resignation: a base salary of $144,000 with additional monthly cash payments of $2,500 through the earliest to occur of (i) his resignation or removal as Chief Financial Officer of the Company or of Dataram Memory or (ii) November 23, 2017. He shall also receive a monthly award of 500 shares of restricted common stock. Mr. Lougee’s employment is on an at-will basis and may be terminated without notice at any time by Mr. Lougee or the Board of Directors. The employment agreement canceled and superseded the severance agreement, the offer letter agreement by and between the Company and Mr. Lougee dated July 31, 2015 and the incentive agreement by and between the Company and Mr. Lougee dated February 7, 2017. Effective October 17, 2017, Mr. Lougee resigned as the Company’s Chief Financial Officer.

NOTE 9 — SUBSEQUENT EVENTS

From February 1, 2018 through the date of this filing, the Company issued 730,000Landowner 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 Company. In the absence of such notice, the Agreement shall automatically terminate at the end of the Option Term. Currently, the Company has not exercised the Option.

Legal Matters

From time to time the Company may be involved in exchange forclaims and legal actions that arise in the conversionordinary course of 730 sharesbusiness. To the Company’s knowledge, there are no material pending legal proceedings to which the Company is a party or of which any of the Company’s Series E Preferred Stock.property is the subject.

On February 8, 2018, the Company issued 4,902 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for January 2018 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $2.55 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

On February 21, 2018, the Company issued 12,000 shares of the Company’s common stock as compensation to a director of the Company for his past appointment to the Board of Directors.

On February 28, 2018, the Company issued 237,860 shares of the Company’s common stock in exchange for the conversion of 2,379 shares of the Company’s Series C Preferred Stock.

On March 5, 2018, the Company issued 6,906 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for February 2018 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $1.81 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

On March 5, 2018, the Company issued 150,000 shares of the Company’s common stock to a consultant pursuant to a consulting agreement related to business advisory services. The term of the consulting agreement is 12 months.

2221

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 the Company’s 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 under the heading “Risk Factors” in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) which can be reviewed at http://www.sec.gov. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the Commission.Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“USU.S. GAAP”), which are duplicate to the disclosures in the audited consolidated financial statement have been omitted pursuant to such rules and regulations, although the Company believeswe believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 8-K10-K for the year ended April 30, 2022 filed with the Commission.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of the Companyus and our subsidiaries as of JanuaryJuly 31, 2018,2022, the results of theirour unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the three months ended July 31, 2022 and nine month periods ended January 31, 20182021, and 2017, and theirour unaudited interim condensed consolidated cash flows for the nine month periodsthree months ended JanuaryJuly 31, 20182022 and 2017.2021. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of interim unaudited condensed consolidated financial statements in conformity with USU.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

Overview

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was incorporated under the laws of the State of Nevada and was originally incorporated in the State of New Jersey in 1967.1967 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. The Company isWe are a gold and precious metals exploration company pursuing exploration and development opportunities primarilyproperties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone and Maggie Creek Projects in Nevada and Wyoming. None of the Company’s properties containChallis Gold project in Idaho. Our CK Gold Project contains proven and probable mineral reserves under S-K 1300 where we are conducting exploration and pre-development costs, and all of the Company’sour activities on all of itsour other properties are exploratory in nature.

On July 6, 2016, the CompanyMarch 17, 2020, we filed a certificate of amendment to itsour Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a reverse stock split of the Company’sour issued and outstanding common stock per share on a one for threeone-for-ten basis, effective as of 5:00 p.m. (Eastern Time) on July 8, 2016. Subsequently, on May 3, 2017, the Company filed another certificate of amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one for four basis.March 19, 2020. All share and per share values of the Company’sour common stock for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the reverse stock splits.

Summary of Activities for the three months ended July 31, 2022

During the three months ended July 31, 2022, we focused primarily on continued progress in the preparation of our permit to mine application submittal and further engineering studies towards the completion of a feasibility study.

An overview of certain significant events during the quarter ended July 31, 2022 are as follows:

On May 18, 2022, we appointed Luke Norman to serve as non-independent Chairman of our board of directors. In connection with the appointment of Mr. Norman as Chairman, the board of directors expanded from 5 to 6 directors.

We performed test blasting on our CK Gold project to monitor, via geophones, the ground vibrations from the blasts developing “signature waves” to verify the assumptions about the ground and rock mass surrounding the project. The geophones were placed at intervals up to 1200 feet from the blast to measure its effect. The data is being used to confirm the findings that blasting can occur at the project without damage to property or infrastructure.

2322

 

We released results from 3 core holes completed during our 2021 drilling program. Gold and copper assays from the 2021 drilling program continue to extend anticipated mineralization beyond the mineral resource estimate included in our prefeasibility study.

OnIn June 2022, internationally acclaimed geologist Dr. Richard Sillitoe reviewed the core, consulted with our geologists and conducted a site visit of the CK Gold project. Dr. Sillitoe confirmed that the gold-copper mineralization is of porphyry type and may have expansion opportunities at depth, to the southeast and in other, yet to be discovered, porphyry intrusions since deposits of this type can occur in clusters.

Results of Operations

Three months ended July 31, 2017, Company’s Board of Directors, or Board, reviewed and approved the recommendation of management to consider strategic options for the legacy business (“Dataram Memory”) including the sale of the business, within the next 12 months. The Company sold the Dataram memory business on October 13, 2017 for a purchase price of $900,000. The Company received net proceeds from the sale of Dataram Memory business of $326,404 after payment of fees related2022 compared to the sale such as legal and commission expenses and other liabilities assumed. On January 29, 2018, the Company paid a distribution of $251,316 to shareholders of record of Dataram Memory as of the close of business on May 8, 2017, or $0.2086 per share. As such, the legacy business transactions and operations will be reflected on the balance sheet and statement of operations as “discontinued operation”.three months ended July 31, 2021:

Results of Operations

Three and Nine Months Ended January 31, 2018 and 2017

Net Revenues

The Company is an explorationWe are a development stage company with no operations, and we generated no revenues for the three and nine months ended JanuaryJuly 31, 20182022 and 2017.2021.

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Operating Expenses

Total operating expenses for the nine months ended January 31, 2018 as compared to the nine months ended January 31, 2017, were approximately $6,647,000 and $3,681,000, respectively. The $2,966,000 increase in operating expenses for the nine months ended January 31, 2018 is comprised of an increase of $962,000 in compensation as a result of the employment of the Company’s officers, hiring of additional employees during the nine months ended January 31, 2018 and payment of severance expense of approximately $716,000 to two former officers of the Company pursuant to separation agreements and change in control in connection with the Merger, a $1,011,000 increase in exploration expenses on our mineral properties specifically the Keystone Project due to an increase in exploration activities, increase in professional fees of approximately $654,000 due to increased investor relations, business advisory services, accounting, and legal services, and an increase of $339,000 in general and administrative expenses primarily attributable to an increase in public company expenses, transportation and travel expenses, and insurance expense.

Total operating expenses for the three months ended JanuaryJuly 31, 20182022 as compared to the three months ended JanuaryJuly 31, 2017,2021, were approximately $1,768 ,000$2,885,000 and $1,648,000,$3,550,000, respectively. The $120,000 increaseapproximate $665,000 decrease in operating expenses for the three months ended JanuaryJuly 31, 20182022 as compared to the three months ended July 31, 2021, is comprised of (i) an increase in compensation of approximately $12,000 primarily due to increase in cash compensation of $28,000 offset by decrease in stock-based compensation from RSU’s and stock option grants to our officers as compared to prior period of $16,000 (ii) a decrease of $239,000 in compensation as a result of a decrease in officer bonuses, an increase $308,000 in professional fees due to increased investor relations, business advisory services, accounting, and legal services, a $56,000 decreaseapproximately $1,068,000 in exploration expenses on our mineral properties due to a decrease in exploration activities in our CK Gold property and also at our Maggie Creek property, (iii) an increase in professional and consulting fees of $107,000approximately $250,000 primarily due to increases in general strategic and permitting consulting services of $337,000, increase in legal fees of $31,000, increase in accounting fees of $42,000 offset by decrease in investor relation fees of $160,000 and (iv) an increase in general and administrative expenses of approximately $142,000 due primarily attributable to an increase in public company expenses, transportation andincreases related to insurance, travel, lease expense, advertising expenses and insurance expense.office expenses.

Operating Loss from Operations from Continuing Operations

We reported operating loss from continuing operations of approximately $6,647,000$2,885,000 and $3,681,000 for the nine months ended January 31, 2018 and 2017, respectively. We reported operating loss from continuing operations of approximately $1,768,000 and $1,648,000$3,550,000 for the three months ended JanuaryJuly 31, 20182022 and 2017,2021, respectively.

Other Income (Expense)

Total other income (expense) wasWe reported change in fair value of warrant liability of approximately $0$940,000 and $(4,200) for the nine months ended January 31, 2018 and 2017, respectively, such decrease was primarily attributable to a decrease in interest expense.

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Gain (Loss) from discontinued Operations

In June 2017, subsequent to the Merger, the Company decided to discontinue its memory product business. The Company will focus its activities on its gold and precious metal exploration business. The following table sets forth for the nine months ended January 31, 2018, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to January 31, 2018.

  January 31, 2018 
Revenues $7,885,310 
Cost of sales  6,653,363 
Gross profit  1,231,947 
Operating and other non-operating expenses (including impairment charge of 6,094,760)  (7,406,271)
Gain from extinguishment of liabilities  248,684 
Loss from discontinued operations  (5,925,640)
Gain from sale of discontinued operations  94,485 
     
Total loss from discontinued operations $(5,831,155)

The following table sets forth$0 for the three months ended JanuaryJuly 31, 2018, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to January 31, 2018.2022 and 2021, respectively.

  January 31, 2018 
Revenues $- 
Cost of sales  - 
Gross profit  - 
Operating and other non-operating expenses  - 
Gain from extinguishment of liabilities  3,428 
Loss from sale of discontinued operations  (7,538)
     
Total loss from discontinued operations $(4,110)

The following table sets forth for the nine months ended January 31, 2018, indicated selected financial data of the Company’s gain from sale of the Dataram Memory business.

Total consideration $900,000 
Direct legal and sales commission expenses related to the sale  (201,510)
Estimated Dataram’s accrued expenses to be deducted from the sales proceeds  (174,880)
Total carrying value of Dataram Memory business on date of sale *  (429,125)
Net gain from sale of Dataram Memory business $94,485 

Current assets $3,271,426 
Other assets  33,320 
Current liabilities  (2,866,660)
Liabilities – long term  (8,961)
* Total carrying value of Dataram Memory business on date of sale $429,125 

Net Loss

As a result of the operating expense and other expense discussed above, weWe reported a net loss of approximately $12,478,000$1,945,000 and $3,550,000 for the ninethree months ended JanuaryJuly 31, 20182022 and 2021, respectively.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at July 31, 2022 compared to April 30, 2022, and the changes between those periods:

  July 31, 2022  April 30, 2022  Increase (decrease) 
Current Assets $7,187,556  $9,899,414  $(2,711,858)
Current Liabilities $1,087,025  $1,136,035  $(49,010)
Working Capital $6,100,531  $8,763,379  $(2,662,848)

As of July 31, 2022, we had working capital of $6,100,531, as compared to working capital of $8,763,379 as of April 30, 2022, a net lossdecrease of $3,685,000 for$2,662,848.

We are obligated to file annual, quarterly and current reports with the nineCommission 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 Commission and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costlier. We expect to spend between $175,000 and $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.

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 will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the three months ended JanuaryJuly 31, 2017.2022 and 2021, we incurred net losses in the amounts of approximately $1.9 million and $3.5 million, respectively. As of July 31, 2022, we had cash of approximately $6.3 million, working capital of approximately $6.1 million, and an accumulated deficit of approximately $59.9 million. As a result of the utilization of cash in our operating expenseactivities, and other expense discussed above,the development of our assets, we reportedhave incurred losses since we commenced operations. Our primary source of operating funds since inception has been equity financings. As of July 31, 2022, we have sufficient cash to fund our corporate activities and general and administrative costs and currently undertaken project activities related to permitting and engineering studies. 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 net loss of approximately $1,772,000going concern for the threetwelve months ended January 31, 2018 as compared to a net lossfollowing the issuance of $1,648,000 for the three months ended January 31, 2017.these financial statements.

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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. In addition, we continue to assess the impact of the COVID-19 pandemic, which may adversely affect our ability to obtain additional future capital. To the 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 experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If unable to raise additional capital when required or on acceptable terms, we may have to delay, scale back or discontinue the exploration activities or programs.

Liquidity and Capital Resources

Cash Used in Operating Activities

As of January 31, 2018, we had cash totaling approximately $8,374,000.

Net cash used in operating activities totaled approximately $6,262,000$2.8 million and $2,930,000$2.9 million for the ninethree months ended JanuaryJuly 31, 20182022 and 2017,2021, respectively. Net losscash used in operating activities during the three months ended July 31, 2022 decreased primarily due to net changes in accounts payable and accrued liabilities as compared to the three months ended July 31, 2021. Additionally, we expensed approximately $192,000 in stock-based compensation for shares, RSU’s, and stock options issued to officers, employee, and consultants during the three months ended July 31, 2022 as compared to approximately $232,000 for the ninethree months ended JanuaryJuly 31, 2018 and 2017 totaled approximately $12,478,000 and $3,685,000. Total stock based compensation expense for the nine months ended January 31, 2018 was approximately $665,000 and impairment expense of $6,095,000 offset by gain from sale of business and extinguishment of liabilities2021. Net changes of approximately $343,000. Net changes$230,000 in operating assets and liabilities are primarily due to net changesincreases in prepaid expenses and other current assets increased byof approximately $405,000,$181,000 and totala decrease of approximately $36,000 in accounts payable from unrelated parties and accrued liabilities increased by approximately $10,000.to trade vendors.

Cash Used in Investing Activities

Net cash provided by (used in)used in investing activities totaled approximately $306,000 and ($289,000)was $0 for the ninethree months ended JanuaryJuly 31, 20182022 as compared to approximately $3,800 primarily for purchase of property and 2017, respectively, which was primarily attributable to net proceeds received fromequipment for the sale of the Dataram memory business offsetthree months ended July 31, 2021.

Cash Provided by the acquisition of mineral rights.Financing Activities

Net cash provided by financing activities totaled approximately $7,509,000 and $10,457,000 forduring the ninethree months ended JanuaryJuly 31, 20182022 and 2017, respectively. During the nine months ended January 31, 2018, financing activities consisted of net proceeds of approximately $2,590,000 from the sale of common stock and net proceeds of approximately $4,919,000 from the sale of common stock and warrants. During the nine months ended January 31, 2017, financing activities was primarily attributable to net proceeds from the sale of preferred stock, net of issuance cost, offset by repayments on related party advances and note payable.2021 were both $0.

The Company completed private placements to several investors for the sale of the Company’s Series B Preferred Stock and Series C Preferred Stock for aggregate net proceeds of approximately $10.9 million between July 2016 and October 2016, received net proceeds from sale of the Company’s common stock of approximately $2.6 million between July 2017 and October 2017 and completed a private placement to several investors for the sale of the Company’s Series E Preferred Stock and warrants for aggregate net proceeds of approximately $4.9 million in January 2018. The Company is anticipating raising additional capital but there can be no assurance that it will be able to do so or if the terms will be favorable.

The above steps substantially lowered the Company’s potential cash exposure. Additionally, the Company is able to control cash spending on its exploration activities. As a result, as of the date of the issuance of these financial statements, the Company believes its current cash position and plans have alleviated substantial doubt about its ability to sustain operations for at least one year from the issuance of these condensed unaudited consolidated financial statements.

Off-Balance Sheet Arrangements

The Company doesAs of July 31, 2022, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, whichThere have been preparedno changes to our critical accounting policies during the three months ended July 31, 2022. Critical accounting policies and the significant accounting estimates made in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affectsuch policies are regularly discussed with 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.

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

UseCompany’s board of Estimatesdirectors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Assumptions

In preparingAnalysis of the Financial Condition and Results of Operations” included in Item 7, as well as Note 2 to our consolidated financial statements management is required to make estimates and assumptions that affectthereto, included in our Annual Report on Form 10-K, filed with the reported amounts of assets and liabilities as of the date of the 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, goodwill, stock-based compensation, the fair value of common stock issued and the valuation of deferred tax assets and liabilities.

Stock-Based Compensation

Stock-based compensation is accounted for basedCommission on the requirements of the Share-Based Payment Topic of 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 Topic 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. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.August 15, 2022.

Mineral Rights

Costs of lease, exploration, 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 the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established.

When a property reaches the production stage, the related capitalized costs are 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.

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. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to include disclosure under this item.

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ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

EvaluationAt the end of Disclosure Controlsthe period covered by this Quarterly Report, an evaluation was carried out under the supervision of, and Procedures

We maintainwith the participation of, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a–15(e) and Rule 15d–15(e) of the Exchange Act). Based on that are designed to ensureevaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that materialas of the end of the period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in our periodicits reports filedthat it files or submits to the SEC under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized and reported within the time periodsperiod specified in the Commission’sapplicable rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were not effective as of January 31, 2018.forms.

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Remediation Plan

(b)Changes in Internal Control Over Financial Reporting

The Company is currently in a process of implementing a remediation plan which includes the hiring of an outside consulting firm to assist in preparation of Company’s financial statements and provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of Company’s management and directors.

Changes in Internal Control Over Financial Reporting

There have been no other changes in ourthe Company’s internal controlcontrols over financial reporting except as mentioned above that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.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.

While present in the Company’s design of internal controls, the Company’s internal controls over financial reporting and disclosure are not written; however, the operation of many controls are in place and are applied on a consistent basis. Company personnel perform controls standards to: 1) approve all Company expenditures, 2) approve and sign contractual obligations, 3) reconcile bank accounts and other general ledger accounts, and 4) many other similar rudimentary controls applied as best practice. Historically, management has concluded that due to the Company’s small size and limited personnel available to perform control functions, the Company is precluded from applying adequate segregation of duties in financial transactions. These are material weaknesses common to companies of similar size and staffing in the Company’s industry. The Company has engaged an independent firm to assist with the design, implementation, documentation and testing of internal controls. The Company expects these material weakness conditions to continue for the foreseeable future, or until significant Company growth results in additional personnel to perform financial functions.

PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

As previously reported, the Company was partyFrom time to two lawsuits. On April 9, 2015, the Company’s former Chief Executive Officer, John Freeman, filed a lawsuit, styled as John Freeman v. Dataram Corporation, David A. Moylan, Jon Isaac,time we may be involved in claims and John Does 1-5,legal actions that arise in the Superior Courtordinary course of the State of New Jersey, Essex County, Docket No. ESX-L-002471-15. On April 10, 2015, the Company filed an action against Mr. Freeman, styled as Dataram Corporation v. John Freeman, et al., in the Superior Court of the State of New Jersey, Mercer County, Docket No. ESX-L-000886-15. These actions were consolidated in Essex County. On December 4, 2017, the parties entered into a Settlement Agreement and General Release pursuantbusiness. 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 parties resolved and settled all claims, liabilities or obligations between them.subject.

Item 1A. RISK FACTORS.

There have been no material changesAs a smaller reporting company, we are not required to the Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2017.include disclosure under this item.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

DuringThere were no sales of unregistered securities during the quarter ended JanuaryJuly 31, 2018, the Company issued an aggregate of 71,492 shares of the Company’s common stock to officers and employees of the Company for services rendered.2022 that were not previously reported on a Current Report on Form 8-K.

During the quarter ended January 31, 2018, holders of the Company’s Series C Preferred Stock converted an aggregate of 2,122 shares of Series C Preferred Stock into an aggregate of 212,158 shares of common stock.

On February 21, 2018, the Company issued 12,000 shares of the Company’s common stock as compensation to a director of the Company for his past appointment to the Board of Directors.

The securities referenced above were issued in reliance on the exemption from registration afford by Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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Item 4. MINE SAFETY DISCLOSURES

Not applicable.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 three months ended July 31, 2022, the Company and its 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. OTHER INFORMATION.

None.

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None.

Item 6. EXHIBITS.

EXHIBIT INDEX

Exhibit No31.1 Description
31(a)Rule 13a-14(a) Certification of Edward M. Karr.Chief Executive Officer
 
31(b)31.2 Rule 13a-14(a) Certification of Robert J. DelAversano.Chief Financial Officer
 
32(a)32.1* Section 1350 Certification of Edward M. Karr (furnishedChief Executive Officer (Furnished not filed).Filed)
 
32(b)32.2* Section 1350 Certification of Robert J. DelAversano (furnishedChief Financial Officer (Furnished not filed).Filed)

101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
101.INSXBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CAL
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith

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SIGNATURES

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

U.S. GOLD CORP.
Date: March 16, 2018September 14, 2022By:/s/ EDWARDGeorge M. KARRBee
EdwardGeorge M. KarrBee
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: March 16, 2018September 14, 2022By:/s/ ROBERT J. DELAVERSANOEric Alexander
Robert J. DelAversano

Eric Alexander

Chief Financial Officer

(Principal Financial and Accounting OfficerOfficer)

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