# U.S. Gold Corp.: Form 10-Q for the period ended Oct 31, 2024

- Company: [U.S. Gold Corp.](/companies/usau.md) (CIK 27093)
- Form: 10-Q
- Filed: 2024-12-16
- Accepted by EDGAR: Dec 16, 2024, 21:46 ET
- Period: 2024-10-31
- Accession: 0001493152-24-050244
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/27093/000149315224050244/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/27093/000149315224050244/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-10-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 3 months, 2024-08-01 to 2024-10-31 | −$2.1m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-05-01 to 2024-10-31 | −$4.7m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2024-08-01 to 2024-10-31 | −$2.1m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-05-01 to 2024-10-31 | −$6.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-08-01 to 2024-10-31 | −$0.20 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-05-01 to 2024-10-31 | −$0.60 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-08-01 to 2024-10-31 | −$0.20 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-05-01 to 2024-10-31 | −$0.60 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-08-01 to 2024-10-31 | 10,746,496 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-05-01 to 2024-10-31 | 10,739,347 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-05-01 to 2024-10-31 | −$4.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2024-10-31 | $1.6m | us-gaap:Cash |
| Current assets | at 2024-10-31 | $2.2m | us-gaap:AssetsCurrent |
| Total assets | at 2024-10-31 | $18.2m | us-gaap:Assets |
| Current liabilities | at 2024-10-31 | $543.0k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-10-31 | $6.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-10-31 | $11.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 14,112 characters.

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 SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements have been omitted pursuant to such rules and regulations, although we 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 10-K for the fiscal year ended April 30, 2024, filed with the SEC on July 29, 2024.

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 us and our subsidiaries as of October 31, 2024, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the six months ended October 31, 2024 and 2023. 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 U.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” above. 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, 2024.

### Overview

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. 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.

### Summary of Activities for the Three months ended October 31, 2024

During the three months ended October 31, 2024, we focused primarily on advancing our CK Gold Project in Wyoming and investor relations and awareness through the attendance of multiple mining investment conferences.

An overview of certain significant events follows:

- On September 4, 2024, we announced ongoing engineering optimization studies to enhance project economics for our CK Gold Project which will be incorporated into an updated prefeasibility study.
- In September 2024, we participated in the Precious Metals Summit Beaver Creek, Denver Gold Forum Americas, and Gold Forum Americas 2024 conferences.

### Recent Developments

- In November 2024, we announced that our wholly-owned subsidiary, Gold King Corp., received final permit approval from the Air Quality Division of the Wyoming Department of Environmental Quality. With this approval, the last of the three conditions associated with the recently granted Surface Gold Mine Permit for the CK Gold Project has been fulfilled.
- In November we announced that we entered into and executed a securities purchase agreement with certain investors, providing for the purchase and sale of 1,457,700 shares of our common stock at a price of $7.00 per share and warrants to purchase 728,850 shares of our common stock at an exercise price of $9.50 per share (the “Warrants”), in a registered direct offering (the “Transaction”), resulting in total gross proceeds of approximately $10.2 million. The Warrants will be exercisable six months following their issuance and will expire three years after their initial issuance date. The Transaction closed on December 6, 2024.

### Results of Operations

For the three and six months ended October 31, 2024, compared to the three and six months ended October 31, 2023:

### Net Revenues

We are a development-stage company with no operations, and we did not generate any revenues for the three and six months ended October 31, 2024 and 2023.

### Operating Expenses

Total operating expenses for the three months ended October 31, 2024, as compared to the three months ended October 31, 2023, were approximately $2,142,000 and $1,765,000, respectively. The approximate $377,000 increase in operating expenses for the three months ended October 31, 2024, as compared to the three months ended October 31, 2023, is comprised of (i) a decrease in compensation of approximately $182,000 primarily due to a decrease in stock based compensation, (ii) an increase of approximately $195,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $33,000 primarily due to decrease in investor relation fees of $65,000 offset by increase in general strategic and permitting consulting services of $29,000, and increase in legal fees of $3,000 and (iv) an increase in general and administrative expenses of approximately $397,000 due primarily to an increase in advertising expenses of approximately $384,000.

Total operating expenses for the six months ended October 31, 2024, as compared to the six months ended October 31, 2023, were approximately $4,736,000 and $4,695,000, respectively. The approximate $40,000 increase in operating expenses for the six months ended October 31, 2024, as compared to the six months ended October 31, 2023, is comprised of (i) a decrease in compensation of approximately $354,000 primarily due to a decrease in stock based compensation, (ii) an increase of approximately $65,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property, (iii) a decrease in professional and consulting fees of approximately $727,000 primarily due to decreases in general strategic and permitting consulting services of $241,000, decrease in legal fees of $31,000, decrease in investor relation fees of $403,000 and decreases in accounting fees of $52,000 and (iv) an increase in general and administrative expenses of approximately $1,056,000 due primarily to an increase in advertising expenses of approximately $993,000 and an increase in insurance expense.

### Loss from Operations

We reported loss from operations of approximately $2,142,000 and $1,765,000 for the three months ended October 31, 2024 and 2023, respectively. We reported loss from operations of approximately $4,735,000 and $4,695,000 for the six months ended October 31, 2024 and 2023, respectively.

### Other Income (Loss)

We reported other income (loss) of approximately $40,000 and $1,507,000 for the three months ended October 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $15,000 and $1,495,000 for the three months ended October 31, 2024 and 2023, respectively. We reported interest income of approximately $25,000 and $12,000 for the three months ended October 31, 2024 and 2023, respectively.

We reported other income (loss) of approximately $(1,693,000) and $1,542,000 for the six months ended October 31, 2024 and 2023, respectively. We reported change in fair value of warrant liability of approximately $(1,734,000) and $1,510,000 for the six months ended October 31, 2024 and 2023, respectively. We reported interest income of approximately $42,000 and $26,000 for the six months ended October 31, 2024 and 2023, respectively. We reported gain from settlement of asset retirement obligation of approximately $0 and $6,000, respectively, for the six months ended October 31, 2024 and 2023, respectively.

### Net Loss

We reported a net loss of approximately $2,103,000 and $258,000 for the three months ended October 31, 2024 and 2023, respectively. We reported a net loss of approximately $6,428,000 and $3,153,000 for the six months ended October 31, 2024 and 2023, respectively.

### Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at October 31, 2024, compared to April 30, 2024, and the changes between those periods:

|  | October 31, 2024 | April 30, 2024 | Increase (decrease) |
| --- | ---: | ---: | ---: |
| Current Assets | $2,202,720 | $6,523,111 | $(4,320,391) |
| Current Liabilities | $542,950 | $452,790 | $90,160 |
| Working Capital | $1,659,770 | $6,070,321 | $(4,410,551) |

As of October 31, 2024, we had working capital of $1,659,770, as compared to working capital of $6,070,321 as of April 30, 2024, a decrease of $4,410,551.

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. 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 six months ended October 31, 2024 and 2023, we incurred net losses in the amounts of approximately $6,428,000 and $3,153,000, respectively. For the six months ended October 31, 2024, cash used in operating activities was approximately $4,012,000. As of October 31, 2024, we had cash of approximately $1,630,000, working capital of approximately $1,660,000, and an accumulated deficit of approximately $79,276,000. Our primary source of operating funds since inception has been equity financings. As of October 31, 2024, we may have sufficient cash to fund our corporate activities and general and administrative costs and currently undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects past the aforementioned objectives, we do not have sufficient cash and will need to raise additional funds. These matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements.

### Cash Used in Operating Activities

Net cash used in operating activities totaled approximately $4,012,000 and $3,859,000 for the six months ended October 31, 2024 and 2023, respectively. Net cash used in operating activities during the six months ended October 31, 2024, increased primarily due to the (i) increase in net loss of approximately $3,275,000 as compared to the six months ended October 31, 2023, (ii) increase in non-cash items of approximately $2,734,000 as compared to the six months ended October 31, 2023, primarily due to the change in fair value of warrant liability and decrease in stock based compensation and (iii) increase in changes in operating assets and liabilities of approximately $388,000 as compared to the six months ended October 31, 2023, primarily due to changes in prepaid expenses and other current assets and changes in accounts payable and accrued liabilities.

### Off-Balance Sheet Arrangements

As of October 31, 2024, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

### Recently Issued Accounting Pronouncements

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

### Critical Accounting Estimates

There have been no changes to our critical accounting estimates during the six months ended October 31, 2024. Critical accounting estimates made in accordance with our significant accounting policies are regularly discussed with the Audit Committee of the Company’s board of directors. Our critical accounting estimates are discussed under “Critical Accounting Estimates” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, and our significant accounting policies are discussed in Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024, filed with the SEC on July 29, 2024.

## Controls and procedures

As filed, 1,275 characters.

### (a) Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Form 10-Q, an evaluation was carried out under the supervision of, and with 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 evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

### (b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Dec 16, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-050244. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.