USAU US Equity☆

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

For the fiscal year ended April 30, 2023 OR

For

the transition period from to

Commission

file number: 001-08266

U.S.

GOLD CORP

(Exact

Name of registrant as Specified in its Charter)

(Address of Principal Executive Offices) (Zip Code)

(800)557-4550

(Registrant’s

Telephone Number, including Area Code)

SECURITIES

REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common Stock, $0.001 par value USAU NASDAQ Capital Market

SECURITIES

REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate

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

Indicate

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

Note

– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange

Act from their obligations under those Sections.

Indicate

by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934

(“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule

405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant

was required to submit such files). Yes ☒ 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.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered

public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act,

indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are

restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers

during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate

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

As

of October 31, 2022, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding

on such date, excluding shares held by affiliates of the registrant as a group, was $26,738,639. This figure is based on the closing

sale price of $3.69 per share of the Registrant’s common stock on October 31, 2022.

Number

of shares of Common Stock outstanding as of July 28, 2023: 9,294,130

DOCUMENTS

INCORPORATED BY REFERENCE

The

information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy

Statement for its 2023 annual meeting of stockholders which the registrant intends to file pursuant to Regulation 14A not later than

120 days after the end of the fiscal year covered by this report.

U.S.

GOLD CORP

INDEX

Page

Part I

Items 1 and 2. Business and Properties 4

Item 1A. Risk Factors 18

Item 1B. Unresolved Staff Comments 29

Item 3. Legal Proceedings 29

Item 4. Mine Safety Disclosures 29

Part II

Item 6. [Reserved] 30

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35

Item 8. Financial Statements and Supplementary Data 36

Item 9A. Controls and Procedures 37

Item 9B. Other Information 38

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 38

Part III

Item 10. Directors, Executive Officers, and Corporate Governance 39

Item 11. Executive Compensation 39

Item 14. Principal Accountant Fees and Services 39

Part IV

Item 15. Exhibit and Financial Statement Schedules 40

Signatures 43

FORWARD-LOOKING

STATEMENTS

Some

information contained in or incorporated by reference into this Annual Report on Form 10-K may contain forward-looking statements within

the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated

results and developments in our operations in future periods, planned exploration and development of our properties, plans related to

our business and other matters that may occur in the future. These statements relate to analyses and other information that are based

on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. These statements include, but

are not limited to, comments regarding:

● The planned extensions of our leases;

● Our planned expenditures during our fiscal year ended April 30, 2024;

● Future exploration plans and expectations related to our properties;

● Our anticipation of future environmental and regulatory impacts; and

● Our business and operating strategies.

We

use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,”

“could,” “will,” “project,” “should,” “believe” and similar expressions (including

negative and grammatical variations) to identify forward-looking statements. Statements that contain these words discuss our future expectations

and plans, or state other forward-looking information. Although we believe the expectations and assumptions reflected in those forward-looking

statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results

could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described

in this annual report on Form 10-K, including:

● Unfavorable results from our exploration activities;

● Decreases in gold, copper or silver prices;

● Volatility in the market price of our common stock; and

Many

of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking

statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us. Consequently,

forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from

the results and outcomes discussed in or anticipated by the forward-looking statements. These statements speak only as of the date of

this Annual Report on Form 10-K. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking

statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and

persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in

this Annual Report on Form 10-K.

ADDITIONAL

INFORMATION

Descriptions

of agreements or other documents contained in this Annual Report on Form 10-K are intended as summaries and are not necessarily complete.

Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index

at the end of this report for a complete list of those exhibits.

PART

I

Items

1 and 2. BUSINESS AND PROPERTIES

Overview

U.S.

Gold Corp., formerly known as Dataram Corporation (the “Company”), was re-incorporated under the laws of the State of Nevada

in 2016 and was originally incorporated in the State of New Jersey in 1967. Effective June 26, 2017, the Company changed its legal name

to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a

transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company.

We are a gold, copper and precious metals exploration company pursuing exploration opportunities primarily in Wyoming, Nevada and Idaho.

We

are an exploration and development company that owns certain mining leases and other mineral rights comprising the CK Gold Project in

Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. The Company’s CK Gold Project’s property contains

proven and probable mineral reserves and accordingly is classified as a development stage property, as defined in subpart 1300 of Regulation

S-K promulgated by the Securities and Exchange Commission (“S-K 1300”). None of the Company’s other properties contain

proven and probable mineral reserves and all activities are exploratory in nature. We do not currently have any revenue-producing activities.

Corporate

Organization Chart

The

name, place of incorporation, continuance or organization and percent of equity securities that we own or control as of July 31, 2023

for each of our subsidiaries is set out below.

Corporate

Address

The

current address, telephone number of our offices are:

U.S.

Gold Corp.

1910

E. Idaho Street, Suite 102-Box 604

Elko,

NV 89801

(800)

557-4550

We

make available, free of charge, on or through our website, at https://www.usgoldcorp.gold, our annual report on Form 10-K, our quarterly

reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a)

or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, and other information. Our website and the information contained therein

or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K. The SEC maintains an Internet

website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file

electronically with the SEC.

Employees

As

of April 30, 2023, we had 4 full-time employees and no part-time employees. In addition, we use consultants with specific skills to assist

with various aspects of our project evaluation, due diligence, corporate governance and property management.

OUR

MINERAL PROPERTIES AND PROJECTS

Property

Map

For

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

Summary

of Current Mineral Properties

Summary

of Previous Mineral Properties

Quality

Assurance/Quality Control (“QA/QC”) Protocol

We

employ a rigorous QA/QC protocol on all aspects of sampling and analytical procedure. Drill core is checked, logged, marked for sampling

and sawn in half. One-half of each drill core is maintained for future reference and the other half of each drill core is sent to ALS,

an ISO 17025 accredited laboratory in Elko, Nevada to complete all sample preparation and assaying. Samples are analyzed by employing

fire assaying with atomic absorption finish for gold, and four-acid ICP-MS analysis for silver and copper. For QA/QC protocol purposes,

certified standards, blank samples and sample duplicates are inserted into the sample stream. We also periodically submit sample pulps

to another independent laboratory for check analysis. With respect to the CK Gold Project, and as part of the examination and preparation

of a Technical Report under Reg. S-K 1300 guidelines, QA/QC protocols have been independently checked.

CK

Gold Project, Wyoming

The

CK Gold Project consists of certain mining leases and other mineral rights located in the historic Silver Crown Mining District of southeast

Wyoming.

Location

and Access

The

CK Gold Project is located in southeastern Wyoming, approximately 20 miles west of the city of Cheyenne, on the southeastern margin of

the Laramie Range (Figure 1). The property covers about two square miles that include the S1⁄2 Section 25, NE1⁄4 Section 35,

and all of Section 36, T.14N., R.70W., Sixth Principal Meridian. Access to within an approximate 0.9 miles of the property is provided

by paved and maintained gravel roads. The surface of S1⁄2 Section 25, NE1⁄4 Section 35 is privately owned. An easement agreement

providing access for exploration and other minimal impact activities has been negotiated with an adjacent landowner. The fee for this

easement is $10,000 per year, renewable each year prior to July 11. The surface of Section 36 is owned by the State of Wyoming and is

currently leased to an adjacent landowner for grazing.

The

project is entirely located on mineral rights owned and administered by the State of Wyoming. There are no federal lands within or adjoining

the CK Gold Project’s land position. Curt Gowdy State Park lies northwest of the property, partially within Section 26. The state

park’s southeastern boundary is approximately 1,000 feet northwest of the property and approximately 3,000 feet northwest of the

mineralized area. The CK Gold Project’s property position consists of two State of Wyoming Metallic and Non- metallic Rocks and

Minerals Mining Leases.

Figure

1 – CK Gold Project Location and Project Boundary

Rights

to the CK Gold Project

Our

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

1) State of Wyoming Mining Lease No. 0-40828

Township

14 North, Range 70 West, 6th P.M., Laramie County, Wyoming:

Section

36: All

2) State of Wyoming Mining Lease No. 0-40858

Township

14 North, Range 70 West, 6th P.M., Laramie County, Wyoming:

Section

25: S/2

Section

35: NE/4

Ownership

of the mineral rights remains in the possession of the State of Wyoming as conveyed to the State by the United States, evidenced by 1942

patents for Section 36, and 1989 Order confirming title to Section 25 and 35. The State of Wyoming issued Mineral Leases for the mineral

rights to Wyoming Gold Mining Company, Inc. (“Wyoming Gold”) in 2013 and 2014. These leases were assigned to us on June 23,

2014.

Lease

0-40828 is a ten-year lease that was renewed within the past year and expires on February 1, 2033. Annual rental payments under this

lease are $3.00 per acre. Lease 0-40858 is a ten-year lease that expires on February 1, 2024. This lease requires an annual rental payment

of $2.00 per acre. Upon the renewal of this lease for another ten-year term the annual rental payment will increase to $3.00 per acre.

Each lease is renewable for successive ten-year terms by submitting a renewal application fee and paying a nominal fee of $50. We anticipate

continuing to renew each lease beyond their current expiration dates.

Effective

April 6, 2023, the Board of Directors of the Office of State Lands and Investments (“OSLI”) approved the recommendation from

the staff of the OSLI fixing the production royalty rate at a flat 2.1% of net receipts received by us once the project is in operation.

Additionally, once the project is in operation, the Board of Directors of the OSLI has the authority to reduce the royalty payable to

the State.

Infrastructure

Given

the project’s proximity to Cheyenne, the state capital of Wyoming and the Front Range metropolitan area, personnel needs, delivery

of consumables, and infrastructure needs are available both locally and regionally. The area has access to both BNSF and Union Pacific

railroad lines, intersection of 2 major interstate highways, I-80 and I-25, and a regional airport.

High

voltage powerlines are approximately 1.5 miles (2.4km) from the current project area. A connection to the local power provider and easement

for transmission lines has been identified and scoped. While there is a nearby line serving the local population, we anticipate that

a new line to the project site will be constructed.

In

February 2023, we entered into a Water Development and Purchase Agreement (“Water Agreement”) with the Board of Public Utilities

(the “BOPU”) of the City of Cheyenne. Under this Water Agreement, BOPU will provide a firm supply of up to 600 gallons per

minute for the life of the project. It is anticipated that the water to be supplied under this Water Agreement will come from the Lone

Tree wellfield owned by BOPU. A pipeline from the Lone Tree well field to the project will be required to be constructed. Minor water

sources have been identified around the project site from monitoring well locations, and additional deeper well sites will be investigated

in upcoming fields seasons with a view to securing an independent water supply.

Permitting

Mine

Operating Permit and Closure Plan (“MOP”)

In

September 2022, we filed our MOP with the Wyoming Department of Environmental Quality – Land Division (the “WDEQ”).

In November 2022, we received notification from WDEQ that our MOP was deemed complete and that it was under technical review. In April

2023, we received a first round of technical comments and are currently working with the WDEQ to fully respond to their initial review.

We anticipate that we will continue to work with WDEQ through technical review for the remainder of calendar 2023 and into 2024.

Industrial

Siting Permit (“ISP”)

In

February 2023, we submitted our ISP with the Industrial Siting Division of the WDEQ. An ISP is required for all projects within the state

of Wyoming when the projected capital costs are anticipated to exceed $253.9 million. This threshold includes costs we may incur as well

as costs incurred from other parties. The ISP’s intent is to ascertain the regional impacts during construction and mine operation

and release state funds to local governments to offset anticipated impacts. Subsequent to the permit submission, a hearing was held with

the Industrial Siting Commission in May 2023 whereby our ISP was approved. In June 2023, we received official notification from the state

of Wyoming that our ISP was granted.

History

of Prior Operations and Exploration on the CK Gold Project

Limited

exploration and mining were conducted on the CK Gold Project’s property in the late 1880s and early 1900s. Approximately 300 tons

of material was reported to have been produced from a now inaccessible 160-foot-deep shaft with two levels of cross-cuts. A few small

adits and prospect pits with no significant production are scattered throughout the property.

Since

1938, at least nine historic (pre-Strathmore Minerals Corp.) drilling campaigns by at least seven companies plus the U.S. Bureau of Mines

have been conducted at CK Gold Project’s property, previously referred to as Copper King. The current project database contains

91 drill holes totaling 37,500 feet that were drilled before Wyoming Gold acquired the property. All but six of the drill holes are within

the current resource area. Other work conducted at the CK Gold Project’s property by previous companies has included ground and

aeromagnetic surveys as well as induced polarization surveys along with geochemical sampling, geologic mapping, and a number of metallurgical

studies.

Wyoming

Gold conducted an exploration drill program in 2007 and 2008. Thirty-five diamond core drill holes were completed for a total of 25,500

feet. The focus of that work was to confirm and potentially expand the mineralized body outlined in the previous drill campaigns, increase

the geologic and geochemical database leading to the creation of the current geologic model and mineralization estimate, and to provide

material for further metallurgical testing. The CK Gold Project’s historic assay database for some 120 holes contains 8,357 gold

assays and 8,225 copper assays. At least 10 different organizations or individuals conducted metallurgical studies on the gold-copper

mineralization at the request of prior operators between 1973 and 2009.

Geology

and Mineralization

The

CK Gold Project is underlain by Proterozoic rocks that make up the southern end of the Precambrian core of the Laramie Range. Metavolcanic

and metasedimentary rocks of amphibolite-grade metamorphism are intruded by the 1.4-billion-year-old Sherman Granite and related felsic

rocks. Within the project area, foliated granodiorite is intruded by aplitic quartz monzonite dikes, thin mafic dikes and younger pegmatite

dikes. Shear zones with cataclastic foliation striking N60°E to N60°W are found in the southern part of the Silver Crown district,

including at CK Gold. The granodiorite typically shows potassium enrichment, particularly near contacts with quartz monzonite. Copper

and gold mineralization occur primarily in unfoliated to mylonitic granodiorite. The mineralization is associated with a N60°W-trending

shear zone and disseminated and stockwork gold-copper deposits in the intrusive rocks. The mineralization style is consistent with a

porphyry gold-copper deposit of Paleoproterozoic age. Hydrothermal alteration is overprinted on retrograde greenschist alteration and

includes a central zone of silicification, followed outward by a narrow potassic zone, surrounded by propylitic alteration. Higher-grade

mineralization occurs within a central core of thin quartz veining and stockwork mineralization that is surrounded by a ring of lower-grade

disseminated mineralization. Disseminated sulfides and native copper with stockwork malachite and chrysocolla are present at the surface,

and chalcopyrite, pyrite, minor bornite, primary chalcocite, pyrrhotite, and native copper are present at depth. Gold occurs as free

gold and within chalcopyrite crystals.

The

CK Gold Project’s property contains oxide, mixed oxide-sulfide, and sulfide rock types. At the stated cutoff grade of 0.015oz AuEq/ton,

approximately 80% of the resource is sulfide material with the remaining 20% split evenly between the oxide and mixed rock types. There

is consistent distribution of gold and copper, albeit generally low-grade, throughout this potential open-pit type deposit.

Mineral

Reserves and Mineral Resources

Mineral

reserve and mineral resource estimates were calculated by Gustavson Associates LLC (now WSP USA, Inc.) through the effective date of

November 15, 2021 as shown in the Technical Report Summary attached to this annual report on Form 10-K. The mineral reserve and mineral

resource tabulations shown below are based on assumed metals prices of $1,625/oz gold, $3.25/lb copper and $18.00/oz silver. These metals

price assumptions are comprised of long-term metals forecasting (33%) and the two-year trailing average (67%). Based on the actual prices

of these metals at the end of our fiscal year ($1,911/oz gold, $4.45/lb copper and $23.45/oz silver, based on the respective London Metal

Exchange, we believe that the price assumptions used in preparing our mineral reserve and mineral resource estimates at November 15,

2021 remain reasonable and, therefore, we believe the estimates prepared by Gustavson Associates LLC remain a reasonable estimate of

our mineral resources and mineral reserves at April 30, 2023.

CK

Gold Project – Summary of Gold, Copper and Silver Mineral Resources at April 30, 2023 based on $1,625/oz gold, $3.25/lb copper

and $18.00/oz silver

Mass Gold (Au) Copper (Cu) Silver (Ag) Au Equivalent (AuEq)

(1)

Resources tabulated at a cutoff grade of (0.0107 – 0.0088) AuEq oz/st, 0.009 AuEq oz/st average

(2)

Note only 3 significant figures shown, may not sum due to rounding

(3)

Estimates of mineral resources are exclusive of mineral reserves

CK

Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and

$18.00/oz silver

Mass Gold (Au) Copper (Cu) Silver (Ag) Au Equivalent (AuEq)

(1)

Reserves tabulated at a cutoff grade of (0.0107 – 0.0088) AuEq oz./st, 0.009 AuEq Oz/st average

(2)

Note only 3 significant figures shown, may not sum due to rounding

Mineral

resources are reported at a gold equivalent grade (AuEq) cutoff grade, which considers metal recovery and pricing Cutoff grade varies

with expected recovery for delineated material types, but averages 0.009 short ton (oz/st) AuEq, equivalent to 0.31 grams per metric

tonne (g/t) AuEq. Gold equivalent grade (Au/Eq) is used to simplify cutoff grade to a single equivalent metal (gold). The mineral resource

is constrained inside an optimization shell which, combined with the cutoff grade, represents reasonable prospects for economic extraction.

The mineral reserve estimate lies inside of a designed mine open pit. See Section 12.1 in the Technical Report Summary incorporated by

reference in this Form 10-K for a discussion of pit optimization, cutoff grade and dilution.

Prefeasibility

Study (“PFS”)

On

December 1, 2021, we released the results of our PFS. The PFS was prepared by Gustavson Associates LLC with an effective date of November

15, 2021.

The

following are highlights from the PFS:

● 10-year Mine Life at 20,000 short tons per day process rate

○ Average AuEq production: 108,500 ounces per year

○ First three years: 135,300 AuEq ounces per year

● Initial Capital: $221 million

○ 2-year payback

● Economics – 39.4% IRR before tax and 33.7% IRR after tax

○ NPV (5%): $323 million and $266 million, before and after tax, respectively

○ All in Sustaining Cost (“AISC”) at $800 per AuEq ounce

○ Assumes $1,625/ounce gold price and $3.25/lb copper price

○ Highly leveraged to increasing metals prices

● Upside Potential

○ Aggregate sales from mine waste rock, proven to be excellent quality

○ Feasibility study level value engineering and plant optimization

○ Ongoing metallurgical testing to enhance recovery of gold and copper

○ Resource expansion potential at depth and to the south-east

● Permitting and Development

○ Project footprint under the jurisdiction of Wyoming agencies

The

economic projections in the PFS are subject to a variety of assumptions and qualifications that are described in more detail in the Technical

Report Summary incorporated by reference into this Form 10-K. In summary, the low-grade copper, silver and gold deposit located on Wyoming

State Land and under lease to US Gold Corp, is proposed as an open pit mine. The rate of extraction will be sufficient to feed minerals

to the process plant at a rate of 20,000 tons per day, involving the removal of surrounding waste material at a similar rate. The process

plant serves to crush and grind the ore into a fine particle form in a slurry, whereupon the copper, silver and gold values can be separated

from non-mineralized rock into a concentrate using froth flotation. The concentrate will be dried and shipped off site and sold to a

smelter for final metal extraction. The waste material will be filtered to recoup and recycle water back to the process plant, and the

filtered tailings will be trucked and mechanically stacked onto a tailings pile. The process facility is also on the same Wyoming State

section less than a mile away from the mineralized orebody, with the entire operation some 20-miles west of Cheyenne. The metallurgical

test work supporting the extraction methodology was initially performed by a previous owner between 2009 and 2012, but the company has

gathered additional representative sample and conducted further extensive test work between 2020 and 2023. The results of the test work

were incorporated into the prefeasibility study published on December 1, 2021, and have continued to confirm results and inform the feasibility

study due for publication in the second half of 2023.

We

expense all mineral exploration costs as incurred. Although we have identified proven and probable mineral reserves on our CK Gold Project,

development costs will be capitalized when all the following criteria have been met, (a) we receive the requisite operating permits,

(b) completion of a favorable Feasibility Study and (c) approval from our board of director’s authorizing the development of the

ore body. Until such time all these criteria have been met, we record pre-development costs to expense as incurred. The current book

value of our property is approximately $3.1 million, which is recorded in mineral properties and reflects the value that was attributed

to the purchase of the CK Gold Project. We do not have any costs on our balance sheet related to plant or equipment as we have not incurred

any such costs.

Recent

Activities

We

submitted both of our major permit applications during the year-ended April 30, 2023, the MOP and ISP. We are in technical review with

regards to the MOP with an expected completion date in 2024. We were granted our ISP in June 2023 providing local governments the ability

to receive state funds to mitigate impacts from the anticipated construction and operation of our CK Gold Project.

We

secured the necessary water needed to operate the project with the execution of the Water Agreement with the Cheyenne Board of Public

Utilities (BOPU), post approval from the Cheyenne City Council to allow BOPU to enter into an “Outside Water Users Agreement”,

which provides us a firm supply of water of 600 gallons per minute over the life of the project.

Primarily

in support of the feasibility study presently underway, during the 2021 field season, 47 core, rotary and conventional holes were drilled

at the CK Gold Project. The primary purpose of the drilling program is to supplement the geotechnical and hydrological information.

Additional

work centered around the capture and interpretation of environmental base line data encompassing sub-surface and surface water, fauna,

flora, cultural, air quality, meteorological conditions, wetlands and socio-economic factors in the project area. Starting in September

2020, over 2 1/2 years of monitoring data have been gathered and ongoing monitoring in critical areas continues.

Additionally,

a great deal of social outreach has been conducted to familiarize the immediate population and the Wyoming, Cheyenne and Laramie governmental

and regulatory agencies.

Geological

Potential of the CK Gold Project

Potential

to expand the existing resource exists primarily at depth beyond current drilling depths and to the south of the proposed pit. Numerous

drill holes end in significant mineralization. We are developing a program to evaluate a magnetic anomaly, similar to that found centered

on the CK Gold Project mineralization, 1⁄2 mile to the southeast of the project.

Keystone

Project, Cortez Trend, Nevada

Location

The

Keystone Project consists of 601 unpatented lode mining claims situated in Eureka County, Nevada. The claims making up the Keystone Project

are situated in Eureka County, Nevada in Sections 2-4 and 9-11, Township 23 North, Range 48 East, and Sections 22- 28, and 33-36 Township

24 North, all Range 48 East of the Mount Diablo Meridian (Figures 2 and 3).

Figure

2 – Location of Keystone Project and Major Gold Trends in Nevada

Figure

3 – Keystone Project Claim Boundaries

The

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

tracks.

Title

and Ownership for Keystone Project

The

Keystone Project consists of unpatented mining claims located on federal land administered by the U.S. Bureau of Land Management (“BLM”).

An annual maintenance fee of $165 per claim per year must be paid to the Nevada BLM by September 1 of each year, and failure to make

the payment on time renders the claims void. In addition to the annual maintenance fee paid to the Nevada BLM, a $12 per claim fee is

due to the Eureka County (NV) Clerk’s office as a record fee.

We

acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC and Americas Gold Exploration,

Inc. (“Americas Gold”). Some of the Keystone claims are subject to pre-existing net smelter royalty (“NSR”) obligations.

In addition, Nevada Gold Ventures, LLC retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain

other claims. The unpatented mining claims comprising the Keystone Project, with applicable NSR obligations, are as follows:

27

unpatented lode mining claims situated in Eureka County, Nevada, in Sections 33 and 34, Township 24 North, Range 48 East, and Sections

3, 4, 9, and 10, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

13

unpatented lode mining claims situated in Eureka County, Nevada, in Sections 27, 28 and 35, Township 24 North, Range 48 East, and Sections

2 and 3, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

28

unpatented lode mining claims situated in Eureka County, Nevada, in Sections 2 & 11, Township 23 North, Range 48 East, Mount Diablo

Base Line and Meridian.

216

unpatented lode mining claims, alphabetically ordered, situated in Eureka County, Nevada, in Sections 22, 23, 24, 25, 26, 27, 28, 33,

34, 35 & 36, Township 24 North, Range 48 East, Mount Diablo Base Line and Meridian.

Under

the terms of the Purchase and Sale Agreement, dated May 25, 2016, under which we acquired the claims, we had the right to buy down 1%

of the NSR owed to Nevada Gold Ventures LLC at any time through the fifth anniversary of the closing date, May 25, 2021, for $2,000,000.

In addition, we may buy down an additional 1% of the NSR owed to Nevada Gold Ventures, LLC anytime through the eighth anniversary of

the closing date, May 25, 2024, for $5,000,000. At April 30, 2023, we have not bought down any portion of the NSR. The decision to make

a buy down payment would be driven by our progress in identifying an economic mineral resource, coupled with financial factors, such

as available cash or an expressed interest by larger producing companies to enter into joint ventures or development arrangements. We

do not currently anticipate making such a buy down payment at this time.

History

of Prior Operations and Exploration on the Keystone Project

No

comprehensive, modern-era, model-driven exploration has ever been conducted on the Keystone Project. Newmont drilled 6 holes in the old

base metal and silver Keystone mine area in 1967 and encountered low-grade (+/- 0.02 opt) gold intercepts. Chevron staked the property

in 1981-1983 and drilled 27 shallow drill holes, continued by an agreement with USMX that drilled an additional 19 shallow holes; significant

amounts of low grade and anomalous gold were intersected, but results were considered uneconomic, and the project was dropped. In 1988

and 1989, Phelps Dodge acquired a southern portion of the district and drilled 6 holes, one of which contained gold mineralization in

its total depth and was subsequently deepened in 1990 resulting in over 200’ of low-grade gold mineralization. About this time

Coral Resources acquired a northern portion of the property and drilled 21 shallow holes to follow-up previous drill intercepts. 1995-1997,

Golden Glacier, a junior company, acquired the north end of the district, and Uranerz a portion of the southern area; 6 holes were drilled

in the north and only 2 holes in the south, respectively. The entire district was dropped by all parties.

In

2004, with the discovery of Cortez Hills and escalating gold prices, Nevada Pacific Gold, Great American Minerals (Don McDowell), and

Tone Resources (Dave Mathewson) competed in claim staking the entire district. Subsequently, Don McDowell, founder of Great American

Minerals approached Placer Dome (prior to Barrick acquisition) who discovered Pipeline and Cortez Hills, and who correctly recognized

the Keystone district potential. Placer Dome entered into separate joint venture agreements with Nevada Pacific and Great American. The

following year Barrick Gold bought Placer Dome and dropped all Placer Dome’s Nevada exploration projects and joint ventures, including

Keystone. In 2006, Nevada Pacific and Tone were purchased by McEwen Mining. McEwen Mining, drilled 35 holes mostly near the north end

of the district; targeting the range front pediment and the historic Keystone Mine. McEwen Mining dropped their Keystone claims and quit

claimed them to Dave Mathewson and NV Gold Ventures. NV Gold Ventures and American Gold staked their own additional claims in the district.

This expanded group of claims was acquired in the original Keystone Purchase Agreement. We have staked additional claims in the district,

such as Potato Canyon, since acquiring the project.

Geology

and Mineralization

To

date, a technical report has not been prepared on the Keystone Project. Keystone is positioned on the prolific Cortez gold trend. The

Keystone Project is centered on a granitic intrusion that warped the local Paleozoic stratigraphy into a dome, allowing for exposure

of highly favorable Devonian, Carboniferous (Mississippian-Pennsylvania) and Permo- Triassic rocks including key likely host rocks for

mineralization, the silty carbonate strata of the Horse Creek Formation and the Wenban limestone, as well as possible sandy clastic units

of the Diamond Peak Formation. The Horse Canyon and Wenban rocks are the primary host rocks at the nearby Cortez Hills Mine and Gold

Rush deposit currently operated by Barrick Gold.

In

2022, a hyperspectral survey was conducted on the property identifying evidence of potential mineralization. Numerous anomalies often

associated with mineralization were identified. Field investigation of the anomalies will commence during the 2023 field season.

Infrastructure

and Facilities

The

Keystone Project does not currently include any significant facilities. The Keystone Project sits some 10 miles to the southwest of Nevada

Gold mines Cortez Complex. The Cortez Complex, consisting of surface and underground mines, is served by roads and power, while water

in the area is extracted from sub-surface water resources. The Keystone Project is served by paved and unpaved roads, which extend down

trend from the Cortez Complex to the north and additional road and infrastructure to the north-east. The whole area is some 30 miles

to the south of the I-80 interstate corridor between the towns of Battle Mountain and Winnemucca, with Elko, Nevada being the dormitory

town for the majority of the workforce and support services.

The

Challis Gold Project, Idaho

Location

The

Challis Gold property is situated in the Salmon River Mountains, approximately 40 km (25 mi) southwest of the town of Salmon, Idaho,

and 69 km (43 mi) north of the smaller town of Challis (Figure 7). The project area is considered to be within the Cobalt Mining District,

as the past-producing Blackbird Cobalt Mine is located 9.3 km (5.75 mi) north-northwest of the property. The nearly-abandoned town of

Cobalt, a previous company town for the Blackbird Mine, is along Panther Creek 9.7 km (6 mi) northeast of the property. Meridian Gold’s

Beartrack Mine, the closest of the larger gold mines in the region, is 24 km (15 mi) northeast of the Challis Gold Project. The central

portion of the property is located at approximately 45o 2’ North Latitude and 114o 20’ West Longitude. The claims

are situated in the south-central portion of unsurveyed Township T20N, R18E.

- Figure 7: The Challis Gold Project Location in Idaho

Title

and Ownership for Challis Gold Project

All

of the mining claims comprising the Musgrove property are unpatented lode mining claims that have been recorded in the Lemhi County Court

House in Salmon, Idaho and filed with the US Bureau of Land Management office in Boise.

History

of Prior Operations and Exploration

Early

mining dates to the late 1880’s when gold was discovered at the nearby Yellow Jacket Mine and copper and cobalt was discovered

north of the project area at the Blackbird Mine. Small scale intermittent mining was conducted in the project area from 1908 through

the 1930’s at the Musgrove Mine and at the Smith-Gahan Mine.

In

the mid-1980’s, alteration and quartz veining was identified located along the ridge north of Musgrove CreekA large block of claims

covering the area was staked by an independent geologist and then leased to Atlas Minerals. Atlas completed an extensive sampling program

and, in 1991, drilled nine reverse circulation holes resulting in the discovery of significant mineralization at the Johny’s Point

deposit.

The

project was acquired by Newmont in 1992 as part of the Grassy Mountain Deposit acquisition. Newmont conducted an extensive exploration

program between 1992 and the fall of 1995 consisting of mapping and rock chip sampling. Twenty-seven core holes were completed consisting

of nine holes in the Johny’s Point area and 18 holes testing targets along strike from Johny’s Point. Newmont concluded that

the project did not meet the potential for their size criteria and the project was dropped.

In

1996, Meridian Gold acquired the property and drilled an additional 20 core holes and three reverse circulation drill holes. The property

was subsequently returned to the owner due to declining gold prices.

In

2003, Wave Exploration leased the property and completed a GIS compilation of the surface and drill hole data. Wave subsequently commissioned

a technical report. In 2004, Wave drilled two confirmation drill holes and two step out holes and completed a soil geochemical program

northwest of Johny’s Point.

In

2005, Wave optioned the property to Journey Resources. In 2006 and 2007, Journey drilled nine reverse circulation drill holes and five

core holes northwest of Johny’s Point.

There

is no documented exploration activity from 2008 until 2018. On September 1, 2018, Journey Resources failed to pay the required claim

payments to the Bureau of Land Management and the claims were forfeited. Subsequently, Northern Panther Resources Corporation located

or acquired new claims covering the project. In 2020, we acquired Northern Panther Resources. In 2020, we contracted with Wright Geophysics

to conduct a ground magnetic geophysical over the current claim block. This survey identified a prominent low magnetic linear feature

that trends from the Musgrove Mine north-northwest for over two miles.

Geology

and Mineralization

The

project is located within the Trans-Challis Fault System, a prominent NE-trending fault zone which crosscuts central Idaho and hosts

numerous gold deposits. Host rocks consist of quartzites and phyllites of the Precambrian Apple Creek Fm with minor mineralization within

the Eocene Challis Volcanics. The Musgrove Mine – Johny’s Point mineral trend is within and adjacent to the Musgrove Fault,

a northwest-trending fault that brings the Challis Volcanics into contact with the Precambrian rocks. This is a major structural zone

that forms the northern edge of the Panther Creek Graben.

Gold

mineralization occurs within epithermal quartz veins, quartz vein stockworks, and silicified breccia. The mineralization displays the

characteristics of a low sulfidation epithermal gold system. The Musgrove Mine – Johny’s Point mineral trend has been defined

by a broad soil and rock chip gold and arsenic anomaly that extends a distance 3000 feet and is up to 800 feet wide. Approximately 600

feet of this zone has been drilled with the remainder tested by wide spaced drilling.

Infrastructure

and Facilities

The

Challis Gold project does not currently include any significant facilities. The Challis property is located in the Salmon-Challis National

Forest and served by paved and unpaved roads. There are historic workings in the area and there has been recent mining activity in the

area. The site is somewhat remote from grid power and power lines would have to be extended into the area, or onsite power generation

used to support an eventual operation. There is water in the area from both surface and sub-surface sources. The Bear Track operation,