USAUNasdaq

U.S. GOLD CORP.

Metal Mining · NV · CIK 27093

Explores and develops mining projects for gold in Wyoming, Nevada, and Idaho

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$253M

Market cap

$14.99

Last close

-0.5%

-4.3%

281K

Volume

Price · last 39 sessions-6.0%

May 4L $13.76 · H $17.78Jun 29

437

Total filings

May 22, 2026

Last filing

04/30

Fiscal year end

All 8-K · 249 10-Q · 68 DEF 14A · 24 10-K · 22 424B5 · 16 SC 13G · 12 8-K/A · 12 DEFA14A · 12

What Changed

Risk factors · Jul 29, 2024 → Jul 29, 2025

76 added · 77 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

In March 2024, the Securities and Exchange Commission (SEC) issued its final rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors that requires the Company to provide certain climate-related information in its registration statements and annual reports.
On April 4, 2024, the SEC issued an order staying the final rule pending completion of judicial review by the U.S.
We have established an estimate of proven and probable mineral reserves under S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our other properties are exploratory in nature. 37 Summary of Activities for the Fiscal Year Ended April 30, 2025 During the fiscal year ended April 30, 2025, we focused primarily on advancing our CK Gold Project in Wyoming with the final approval of our surface gold mine permit (mine operation and reclamation plan (“MOP”)) which was conditionally approved in April 2024, subject to three conditions, which were all satisfied between June 2024 and November 2024, released a revised prefeasibility study in February 2025 and continued engineering studies towards the completion of a feasibility study.
An overview of certain significant events follows: CK Gold Project, Wyoming ● In May 2024, we received notification from the Land Quality Division of the Wyoming Department of Environmental Quality (WDEQ) that we received approval on our MOP, subject to certain conditions. ● In June 2024, we satisfied two of the three conditions associated with our MOP with (1) the approval of our Wyoming Pollutant Discharge Elimination System permit and (2) acceptance by the WDEQ of our reclamation bond. ● In November 2024, we received final permit approval from the Air Quality Division of the WDEQ.
With this approval, the last of the three conditions associated with the recently granted MOP has been fulfilled. ● On February 11, 2025, we released the results of our revised prefeasibility study and published our Technical Summary Report in accordance with S-K 1300.
Results of Operations Net Revenues We are a development-stage company with no operations, and we did not generate any revenues for the years ended April 30, 2025 and 2024. 38 Operating Expenses Total operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, were approximately $13,006,000 and $7,257,000, respectively.
The approximate $5,749,000 increase in operating expenses for the fiscal year ended April 30, 2025, as compared to the fiscal year ended April 30, 2024, is comprised of (i) an increase in compensation of approximately $842,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees during the year ended April 30, 2025 and annual bonus payments, (ii) an increase of approximately $951,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in professional and consulting fees of approximately $1,471,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of approximately $1,012,000, an increase in stock-based consulting expenses of approximately $256,000, and an increase in director fees, including stock-based director fees, of approximately $618,000, offset by a decrease in legal fees of approximately $4,000, a decrease in investor relation fees of approximately $337,000 and a decrease in accounting fees of approximately $74,000 and (iv) an increase in general and administrative expenses of approximately $2,484,000 due primarily to an increase in advertising expenses of approximately $2,175,000 and insurance expenses of approximately $244,000.
Net cash used in operating activities during the fiscal year ended April 30, 2025, increased primarily due to the (i) increase in net loss of approximately $13,662,000 as compared to the fiscal year ended April 30, 2024, (ii) increase in non-cash items of approximately $9,385,000 as compared to the fiscal year ended April 30, 2024 primarily due to the change in fair value of warrant liability and stock-based compensation and (iii) decrease in changes in operating assets and liabilities of approximately $1,481,000 as compared to the fiscal year ended April 30, 2024 primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities.
Cash Used in Investing Activities Net cash used in investing activities during the year fiscal ended April 30, 2025 was approximately $6,000 for the purchase of property and equipment as compared to $0 during the fiscal year ended April 30, 2024.
ASU 2023-07 requires public entities to disclose factors used to identify the entities’ reportable segments, how the Chief Operating Decision Maker (“CODM”) uses the reported measure(s) of a segment’s profit or loss to assess segment performance and decide how to allocate resources, significant expenses regularly provided to the CODM and included within the reported measure(s) of a segment’s profit or loss, types of products and services from which each reportable segment derives its revenues, and the title and position of the CODM.
The new standard is effective for public entities with fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and is required to be adopted retrospectively for all prior periods presented in the consolidated financial statements.
On November 4, 2024, the FASB issued ASU No. 2024-03 Subtopic 220-40 – Disaggregation of Income Statement Expenses (“ASU 2024-03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

No longer disclosed

These matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements. 38 Cash Used in Operating Activities Net cash used in operating activities totaled approximately $7,076,000 and $8,691,000 for the years ended April 30, 2024 and 2023, respectively.
Revision of Financial Statements During the fiscal year ended April 30, 2021 (“fiscal year 2021”), the Company determined that it had not appropriately recorded a deferred tax liability related to the acquisition of mineral rights in August 2020.
Field investigation of the most prospective anomalies was completed during the 2023 field season.
An overview of certain significant events follows: CK Gold Project, Wyoming ● In May 2023, we received notification from the Industrial Siting Division of the Wyoming Department of Environmental Quality (“WDEQ”) that an Industrial Siting Permit was granted to us for the construction and operation of the proposed mine at the CK Gold Project. ● In April 2024, we received a letter from the United States Army Corps of Engineers (“USACE”) confirming that the proposed CK Gold Project did not need a permit from the USACE for the activities outlined in the MOP.
With the project being situated on Wyoming State and private land and falling under the jurisdiction of Wyoming State authorities, this was the only direct nexus to Federal Government involvement in obtaining the necessary project permits. ● In April 2024, we received notification from the Land Quality Division of the WDEQ that we received approval on our surface gold mine permit, subject to certain conditions. ● In May 2024, we satisfied two of the three conditions associated with our MOP with 1) the approval of our Wyoming Pollutant Discharge Elimination System permit and 2) acceptance by the WDEQ of our reclamation bond ● During the year-ended April 30, 2024, we continued to advance towards approval of our Air Quality permit with the Air Quality Division of the WDEQ.
The approximate $2,144,000 decrease in operating expenses for the fiscal year ended April 30, 2024, as compared to the fiscal year ended April 30, 2023, is comprised of (i) a decrease in compensation expense of approximately $437,000 primarily due to a decrease in stock based compensation, (ii) a decrease of approximately $336,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $1,204,000 primarily due to decreases in general strategic and permitting consulting services of $698,000, decrease in legal fees of $64,000, decreases in director fees of $247,000 (primarily due to the decrease in director stock based compensation), decrease in investor relation fees of $244,000, offset marginally by an increase in accounting fees of $49,000 and (iv) a decrease in general and administrative expenses of approximately $167,000 due primarily to decreases related to advertising, insurance, research and development, and travel expenses. 37 Loss from Operations We reported loss from operations of approximately $7,257,000 and $9,401,000 for the fiscal years ended April 30, 2024 and 2023, respectively.
We reported a decrease in change in fair value due to modification of warrants of approximately $263,000 and decrease in offering cost related to warrant liability of approximately $279,000 for the fiscal year ended April 30, 2023 as compared to none during the fiscal year ended April 30, 2024.
Net cash used in operating activities during the year fiscal ended April 30, 2024, decreased primarily due to the i) decrease in net loss of approximately $717,000 as compared to the year fiscal ended April 30, 2023 ii) increase in non-cash items of approximately $890,000 as compared to the years ended April 30, 2023. primarily due to the change in fair value of warrant liability, stock-based compensation and gain from sale of asset and iii) decrease in changes in operating assets and liabilities of approximately $7,500 as compared to the fiscal year ended April 30, 2023.
Net cash used in investing activities during the years ended April 30, 2023 was approximately $2,572,000, primarily from proceeds received from the sale of Maggie Creek of $2,750,000 related to the Assignment and Assumption Agreement dated on November 9, 2022 and offset by approximately $178,000 primarily for the purchase of property and equipment.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2024 The effect of this revision on the line items within the Company’s consolidated statements of changes in stockholders’ equity as of April 30, 2022, was as follows: SCHEDULE OF REVISION OF FINANCIAL STATEMENT April 30, 2022 As Previously Reported Revision As Revised Accumulated Deficit $ ( 57,905,928 ) $ ( 430,486 ) $ ( 58,336,414 ) Total Stockholders’ Equity $ 23,657,801 $ ( 430,486 ) $ 23,227,315 Fair Value Measurements The Company has adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2024 On May 1, 2023, the Company adopted FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2024 Maggie Creek Project On November 9, 2022, the Company entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) with and among Orevada Metals, Inc., the Company’s indirectly wholly-owned subsidiary (“Orevada”), Nevada Gold Mines LLC (“NGM”), Orogen Royalties Inc.

In the News

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Coverage (30d): 4 reputable articles.

ReutersU.S. gold, silver hit lows on dollar, stock gains19d ago CNBCGold, silver and bitcoin fall as traders up Fed rate hike bets20d ago CNBCGold slips on rate-hike fears ahead of U.S. inflation data22d ago CNBCGold falls as robust U.S. jobs data cements bets on higher rates26d ago

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