Item 1A. Risk Factors 23
Item 1B. Unresolved Staff Comments 31
Item 1C. Cybersecurity 31
Item 3. Legal Proceedings 31
Item 4. Mine Safety Disclosures 31
Part II
Item 6. [Reserved] 32
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 37
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 37
Part III
Item 10. Directors, Executive Officers, and Corporate Governance 38
Item 11. Executive Compensation 38
Item 14. Principal Accountant Fees and Services 38
Part IV
Item 15. Exhibits and Financial Statement Schedules 38
Signatures 42
FORWARD-LOOKING
STATEMENTS
Some
information contained in or incorporated by reference into this Annual Report on Form 10-K (this “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 ending April 30, 2027;
● 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 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
● The factors set forth under “Risk Factors” in Item 1A of this Form 10-K.
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 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 Form 10-K.
ADDITIONAL
INFORMATION
Descriptions
of agreements or other documents contained in this 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,” “we,” “our,” or “us”),
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 development and exploration company
pursuing exploration opportunities primarily in Wyoming, Nevada and Idaho.
While
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, most of our recent activity has focused on moving the
CK Gold Project along the development pathway. 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 (“S-K 1300”)
promulgated by the Securities and Exchange Commission (the “SEC”). 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 and jurisdiction of incorporation, continuance, or organization for each of our subsidiaries as of July 27, 2026, is set out below.
We own or control all of the outstanding equity interests in each of these subsidiaries, either directly or indirectly.
Corporate
Address
The
current address and 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.com, our 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 (“Exchange Act”), and other information. Our website and the information
contained therein or connected thereto are not intended to be, and are not, incorporated into this 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, 2026, 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. We retain core remnants, duplicates,
pulps and rejects in one of several secured facilities.
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 4.0 miles of the property is provided
by public paved and maintained gravel roads. An agreement with the private landowner (The Ferguson Ranch Inc. (“Ferguson Ranch”))
provides access for the remaining distance to the main project area. This agreement provides for access over portions of Sections 25,
28, 31 and 32 in T.14N, R.69W. The surface of Section 36 is owned by the State of Wyoming and is currently leased to an adjacent landowner
for grazing. Currently, the surface of Section 36 is leased for grazing by the Ferguson Ranch and part of the option to lease the lands
necessary for project development and operation is compensation to the Ferguson Ranch for loss of grazing, as and when areas are impacted.
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.
Through
Gold King, the project has acquired three ~35-acre parcels immediately adjacent to Section 36 in Section 35, on the western boundary
of the project area, and entered into another contract to purchase an additional 204-acre property nearby the mine site. Closing on the
purchase of this additional tract of land is scheduled for September 2026. The total 309-acre landholding provides a buffer to other
occupied and unoccupied parcels to the west of the project area. Additionally, a 10-acre land position at the Round Top Industrial Park,
located to the west of Cheyenne, was acquired as part of the Company’s plans to establish a parking area and bus assembly point
for transportation of employees and contractors to site, as well as to minimize mine-related traffic on county roads.
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 in 2023 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 was renewed in 2024 and expires on February 1, 2034. Annual rental payments under this
lease are $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 State Board of Land Commissioners 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 State Board of Land Commissioners of the OSLI has the authority to reduce the royalty
payable to the State. Additionally, original lease restrictions limiting operations on the lease areas, deemed critical mule deer habitat,
were lifted by OSLI after the company came to an arrangement with The Wyoming Department of Game and Fish (“Game and Fish”)
to make a compensatory payment to Game and Fish to support habitat and conservation measures. The agreed amount to be paid by the Company
to Game and Fish once development and operational impact occur amounts to $300,000.
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 2.4 km (1.5 mi) 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, catering to approximately a 30-Megawatt load will be constructed and talks have been conducted with the
local power provider (Black Hills Energy, or “BHE”), the designated provider for the area. Indicative rates including the
installation of approximately 16-miles of line from a nearby sub-station have been received and incorporated into project engineering
studies. Capital construction costs will be recouped by BHE through demand charges during mining.
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 was anticipated that the water to be supplied under this Water Agreement will come from the Lone
Tree well field owned by BOPU. In November 2025, our Water Development and Purchase Agreement (“Water Agreement”) with the
Board of Public Utilities (the “BOPU”) was amended such that the water supply will be from an infiltration gallery situated
in the Crystal Reservoir approximately 1-mile to the north of the project plant site. A connecting pipeline has been engineered, right-of-way
terms negotiated, and the change approved by the Cheyenne City Council. The supply and yield analysis by the State Engineers office for
this water source was approved in June 2026. Minor water sources have been identified and developed around the project site from monitoring
well locations and strategic sites to facilitate construction, and additional deeper well sites drilled and developed with a view to
securing an independent water supply in the event of curtailment or supply interruption from the BOPU source.
Permitting
Mine
Operating Permit and Closure Plan (“MOP”)
In
September 2022, we filed our mine operation and reclamation plan (“MOP”) with the WDEQ – 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 worked with the WDEQ to fully respond to their initial review. In May 2024,
WDEQ issued us a letter of approval for the MOP.
Per
WDEQ’s letter of approval, there were three conditions to the MOP: (1) acceptance of a reclamation bond in the amount of $5,010,000;
(2) receipt of a water discharge permit from WDEQ; and (3) receipt of the WDEQ Air Quality Division permit. The Company has now satisfied
all three conditions. Specifically, the reclamation bond was accepted, the water discharge permit was obtained, and the WDEQ Air Quality
Permit was received in November 2024.
Annual
updates have been submitted along with an approved, insignificant boundary modification, and the permit is in good standing.
Industrial
Siting Permit (“ISP”)
In
February 2023, we submitted our ISP application 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. At a May 2026 hearing held with the Industrial Siting Commission (the “ISC”),
an extension of the term of the ISP to June 2027 was approved, contemplating a pause in construction that had been initiated by the Company
in January 2026, with restart pending demonstration of full project financing adequacy.
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.
Gustavson
Associates LLC (now WSP USA, Inc.) completed a prefeasibility study in December 2021. The study incorporated data from the Company’s
reverse circulation drilling programs, which included two holes drilled in 2017 and eight holes in 2018, totaling 12,040 feet. Both drilling
programs were designed to investigate magnetic and induced polarization anomalies identified through geophysical surveys. In addition,
the Company conducted a 2020 drilling program comprising 25 drill holes totaling 20,449 feet. The prefeasibility study confirmed favorable
project economics, established the first mineral reserve, and recommended advancing the project to a full feasibility study.
In
2023, we contracted with Samuel Engineering Ltd. to advance engineering, which was paused in 2023 pending permitting. Engineering activities
resumed in 2024, but the Company delayed completion while alternative technology for flotation equipment was evaluated, which included
the collection of samples and additional metallurgical testing. In February 2025, an update to the pre-feasibility study was published,
which incorporated adjustments to the project as a consequence of accommodations made to facilitate permit approval and the incorporation
of alternative flotation technology for concentrate recovery, which is intended to enhance metal recovery.
In
June 2025, we contracted with Micon International Limited to complete feasibility study designs, primarily due to their proven track
record of detailed process design for concentrators. Samuel Engineering remained engaged and assisted with project management and review
during 2025, and the results of the completed CK Project Feasibility Study (“FS”) were announced in March 31, 2026. The FS
incorporated another modification internal to the process plant wherein the filtration equipment was changed for the dry-stack tailings
preparation and a relocation of the lean ore stockpile. These modifications do not materially impact the approved permit, and all such
modifications will be described in a forthcoming permit update submission.
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. There is consistent distribution of gold
and copper, albeit generally low-grade, throughout this potential open-pit type deposit.
Mineral
Reserves and Mineral Resources
The
mineral reserve and resource estimates included in the Technical Report Summary, effective as of March 30, 2026 and included as Exhibit
96.1 to this Form 10-K, were prepared by Mark Shutty, CPG, and Mohsin Hashmi P.Eng, respectively.
Mineral
Resources
Mineral
Resource Statement (Exclusive of Mineral Reserves) Effective Date March 30, 2026
(in
accordance with the definitions set forth in SEC Regulation S-K, Subpart 1300)
Gold Copper Silver Au Equivalent (AuEq)
Metal Oxide Mixed Sulfide
Smelter
payability factors of 98% Au, 97% Cu, and 95% Ag, as detailed in Table 12.2 of the FS, are applied as separate deductions in the reserve
economic analysis and are not embedded in the above recovery figures. Domain-specific AuEq conversion factors, derived from the ratio
of each metal’s NSR contribution to gold’s NSR contribution, are: Oxide - Ag 0.009577 g/g, Cu 0.330 g/%; Mixed - Ag 0.010833
g/g, Cu 1.078 g/%; Sulfide - Ag 0.011507 g/g, Cu 1.240 g/%. LoM average recoveries of 72.5% Au, 85% Cu, and 72% Ag, as reported in (Table
14.1 of the FS), reflect the scheduled ore feed mix, which is weighted toward sulfide material, and differ from simple domain averages
due to mine sequence.
12. The effective date of this MRE is March 30, 2026.
Mineral
Reserve
Cut-off
determination was based on a value per ton (“VPT”) milling cut-off methodology, which assesses the net value of each block
after processing, tailings, rehandle, and G&A costs. Mining costs were excluded from the cut-off calculation, consistent with industry
practice. A block was classified as ore if its VPT was zero or higher. Updated metal prices (including $2,100/oz gold, $4.10/lb copper,
and $27/oz silver) and improved processing assumptions were incorporated into the FS level VPT calculation.
Dilution
and ore loss were modeled using a detailed block by block analysis of ore–waste contacts across the pit. Due to large block sizes
relative to the mining equipment and the disseminated nature of the mineralization, dilution effects were found to be low. Dilution of
1.25% for low-grade ore and 0.25% for high-grade ore was applied, along with ore loss allowances of 2.0% and 0.5%, respectively. These
adjustments reflect expected operational variability without materially impacting on the economic viability of the deposit.
Mineral
Reserve Statement Effective Date March 30, 2026
(in
accordance with the definitions set forth in SEC Regulation S-K, Subpart 1300)
CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2026
Mass Gold (Au) Copper (Cu) Silver (Ag) Au Equivalent (AuEq)
1. Reserves tabulated above a “milling cut-off value” per ton (see text).
2. Dilution of 1.25% and 0.25% applied for LG and HG ore material, respectively.
3. Ore loss of 2.0% and 0.5% applied for LG and HG ore material, respectively.
5. Totals may not sum due to rounding.
6. The effective date of this Mineral Reserve estimate is March 30, 2026.
For
comparison, below are our mineral resources and mineral reserves at April 30, 2025 (as estimated by Samuel Engineering):
CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2025
Mass Gold (Au) Copper (Cu) Silver (Ag) Au Equivalent (AuEq)
2. Note only 3 significant figures shown, may not sum due to rounding
Mineral Reserve Optimization Parameters
Item Unit of Measure Value
Gold (Au) Price $US/oz $ 1,755.00
Copper (Cu) Price $US/lb $ 3.77
Silver (Ag) Price $US/oz $ 23.00
NSR Royalty * % 2.1 %
Concentrate Smelting & Transport - Oxide $US/lb Cu recovered $ 0.29
Concentrate Smelting & Transport – Mixed $US/lb Cu recovered $ 0.32
Concentrate Smelting & Transport – Sulfide $US/lb Cu recovered $ 0.37
Cu Refining Charge $US/lb $ 0.07
Au Refining Charge $US/oz $ 5.00
Ag Refining Charge $US/oz $ 0.45
Oxide Cu Recovery (>0.1% & <0.4%) % 30 %
Oxide Au Recovery (>0.3gpt & <1.3gpt) % 60 %
Oxide Ag Recovery (>0.5gpt) % 61 %
Mixed Cu Recovery (>0.1% & <0.4%) % 78 %
Mixed Au Recovery (>0.27gpt & <1.0gpt) % 60 %
Mixed Ag Recovery (>0.5gpt) % 61 %
Sulfide Cu Recovery (>0.15% & <0.4%) % 87 %
Sulfide Au Recovery (>0.3gpt & <0.65gpt) % 67 %
Sulfide Ag Recovery (>0.5gpt) % 70 %
Smelter Payable - %Cu % 97 %
Smelter Payable – Au oz/st % 98 %
Smelter Payable – Ag oz/st % 95 %
Concentrate Grade %Cu – Oxide % 23 %
Concentrate Grade %Cu – Mixed % 21 %
Concentrate Grade %Cu – Sulfide % 18 %
Mining Cost $US/st $ 2.50
Process Cost $US/st processed $ 7.00
Tailings Cost $US/st processed $ 1.65
Site-Wide General & Administrative Cost $US/st processed $ 1.50
Pit Slope Degrees 48o
Variances
between the Mineral Resources reported at April 30, 2026 versus April 30, 2025:
The
increases in the measured and indicated resources of 12% and inferred resources of 35% from April 30, 2025 to April 30, 2026 were due
to the changes noted in the footnotes to the respective Mineral Resources Tables for commodity prices, recoveries and operating costs.
There were no changes in the mineral resources from April 30, 2025 to April 30, 2026 due to mining depletion or production. Additionally,
there were no changes due to acquisitions or disposals of any property. Please see the table below for a detailed illustration of the
variances between April 30, 2026 and April 30, 2025.
Mineral Resource Variances
Metals Prices Assumptions Metals Prices Assumptions
Copper: $4.40/lb Copper: $3.92/lb
Metallurgical Recoveries Metallurgical Recoveries
Gold: 55% Oxide/Mixed, 64% Sulfide Gold: 55% Oxide/Mixed, 64% Sulfide
Silver: 61% Oxide/Mixed, 70% Sulfide Silver: 61% Oxide/Mixed, 70% Sulfide
Operating Costs Operating Costs
$7.00/ton processing costs $7.00/ton processing costs
$2.50/ton mining costs $2.50/ton mining costs
$1.65/ton processed tailings disposal $1.65/ton processed tailings disposal
Royalty – 2.1% Royalty – 2.1%
Variances
between the Mineral Reserves reported at April 30, 2026 versus April 30, 2025:
The
2% increase in Mineral Reserves at April 30, 2025 compared to April 30, 2026 was due to the changes noted in the footnotes to the respective
Mineral Reserves Tables for commodity prices, recoveries, operating costs and the NSR royalty rate. There were no changes in the mineral
reserves from April 30 2025 to April 30, 2026 due to mining depletion or production. Additionally, there were no changes due to acquisitions
or disposals of any property. Please see the table below for a detailed illustration of the variances between April 30, 2026 and April
30, 2025.
Mineral Reserves Variances
Metals Prices Assumptions Metals Prices Assumptions
Copper: $3.77/lb Copper: $3.92/lb
Metallurgical Recoveries Metallurgical Recoveries
Gold: 55% Oxide/Mixed, 64% Sulfide Gold: 55% Oxide/Mixed, 64% Sulfide
Silver: 61% Oxide/Mixed, 70% Sulfide Silver: 61% Oxide/Mixed, 70% Sulfide
Operating Costs Operating Costs
$7.00/ton processing costs $7.00/ton processing costs
$2.50/ton mining costs $2.50/ton mining costs
$1.65/ton processed tailings disposal $1.65/ton processed tailings disposal
Royalty – 2.1% Royalty – 2.1%
Recent
Activities
On
March 31, 2026, we released the results of our FS. The FS was prepared by the Company and Micon International Limited, with an effective date of March
30, 2026.
The
following are highlights from the FS:
(2) See Cautionary Note Regarding Non-GAAP Financial Measures.
The
economic projections in the FS 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 that work were
incorporated into the PFS. The Company expects to finalize the feasibility study at a later date.
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 Directors (our “Board”) 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.
A
great deal of social outreach has been conducted to familiarize the immediate population and the Wyoming, Cheyenne and Laramie governmental
and regulatory agencies. Outreach maintained and participation in local events continues.
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. A geophysical anomaly to the southeast supports the trend extending from the
proposed open pit as identified by step-out drilling from the current reserve boundary; however, to date exploration has not
pinpointed mineralization that might be associated with the anomaly further to the southeast in what is thought to be fairly complex
geologic conditions. An additional expanded magnetic survey has been completed and a gravity survey has been initiated in mid-July
2026 with results expected in August 2026. The goal is to use surface mapping, geophysical surveys to identify potential
mineralization for future drilling programs.
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 (“US
BLM”). An annual maintenance fee of $200 per claim per year must be paid to the Nevada Bureau of Land Management (“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 had the right to 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. We did not buy down any portion of the NSR.
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 quitclaimed
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 summary 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 commenced during the 2023 field season. In September
2023, we announced completion of a hyperspectral study, which yielded the discovery of multiple high priority targets requiring further
investigation and adding to the targets identified from the Company’s prior work at the project.
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 4). 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
4: 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 BLM office in Boise. An annual maintenance fee of $200 per claim per year must be paid to
the US 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, $20 is due to the Lemhi County (ID) Recorder’s office as a notice of intent to hold fee.
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 along the ridge north of Musgrove Creek A 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 US BLM 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