Material Agreement · Reg FD Disclosure

Securities and Exchange Commission.   The Company did not retain a placement agent in connection with the Offering.   The Company intends to use the proceeds from the Offering for working capital requirements and general corporate purposes.   The Offering is expected to close on December 6, 2024, subject to the satisfaction of customary closing conditions.   Item 7.01 Regulation FD Disclosure.   On November 27, 2024, U.S. Gold issued a press release announcing the Offering and the entry into the Securities Purchase Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.   The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.   Item 9.01 Financial Statements and Exhibits.   The foregoing descriptions of the Securities Purchase Agreement, Offering Shares and Warrants are not complete and are subject to, and qualified in their entirety by, reference to the full text of the such documents, copies of which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and are incorporated by reference herein.   A copy of the opinion of Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.     (d) Exhibits .   Exhibit No.   Description 4.1   Form of Warrant. 5.1   Opinion of Davis Graham & Stubbs LLP. 10.1   Form of Securities Purchase Agreement between U.S. Gold Corp. and certain investors. 23.1   Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). 99.1   Press Release dated November 27, 2024.* 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).   * The foregoing exhibit relating to Item 7.01 are intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant to Regulation FD.         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 hereunto duly authorized.     U.S. Gold corp.       Date: December 4, 2024 By: /s/ Eric Alexander   Name: Eric Alexander   Title: Chief Financial Officer