(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~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. [X] 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). [X] 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 [X] Smaller reporting company [X] 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock ($0.001 par value): As of ~~March 12,~~September 11, 2020, there were ~~24,464,621~~3,589,178 shares outstanding.

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q 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:

We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and variations of such words and similar expressions 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, including the risk factors described in this report and in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2019.~~2020.

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 expectations may prove to be materially incorrect due to known and unknown risk and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this report. 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 report.

See accompanying notes to unaudited condensed consolidated financial statements.

UNAUDITED ~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

See accompanying notes to unaudited condensed consolidated financial statements.

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), 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 name to U.S. Gold Corp. from Dataram Corporation. ~~None of the Company’s properties contain proven and probable reserves and all of the Company’s activities are exploratory in nature.~~

On June 13, 2016, Gold King Corp. (“Gold King”), a private Nevada corporation, entered into an Agreement and Plan of Merger (the ~~“Merger~~“Gold King Merger Agreement”) with the Company, the Company’s wholly-owned subsidiary Dataram Acquisition Sub, Inc., a Nevada corporation (“Acquisition Sub”), and all of the principal shareholders of Gold ~~King (the “Gold King Shareholders”).~~King. Upon closing of the transactions contemplated under the Gold King Merger Agreement (the ~~“Merger”~~“Gold King Merger”), Gold King merged with and into Acquisition Sub with Gold King as the surviving corporation and became a wholly-owned subsidiary of the Company. The Gold King Merger was treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. The financial statements are those of Gold King (the accounting acquirer) prior to the merger and include the activity of the Company (the legal acquirer) from the date of the Gold King Merger. Gold King is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada and Wyoming. The Company has a wholly owned subsidiary, U.S. Gold Acquisition Corporation, formerly Dataram Acquisition Sub, Inc. (“U.S. Gold Acquisition”), a Nevada corporation which was formed in April 2016.

On May 23, 2017, the Company closed the Gold King Merger with Gold King. The Gold King Merger constituted a change of control and the majority of the ~~Board~~board of ~~Directors~~directors changed with the consummation of the Gold King Merger. The Company issued shares of common stock to Gold King which represented approximately 90% of the combined company.

On September 10, 2019, the Company, 2637262 Ontario Inc., a corporation incorporated under the laws of the Providence of Ontario (“NumberCo”), and all of the shareholders of NumberCo (the “NumberCo Shareholders”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which, among other things, the Company agreed to issue to the NumberCo Shareholders ~~2,000,000~~200,000 shares of the Company’s common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly-owned subsidiary of the Company (see Note 4).

On August 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold King Acquisition Corp. (“Acquisition Corp.”), a wholly owned subsidiary of the Company, Northern Panther Resources Corporation (“Northern Panther” or “NPRC”) and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as a wholly-owned subsidiary of the Company (see Note 11).

On March 17, 2020, the board of directors (the “Board”) of the Company approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”), and on March 18, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on March 19, 2020, and the Company’s common stock began trading on a split-adjusted basis when the market opened on March 20, 2020. Accordingly, all common share and per share data are retrospectively restated to give effect of the split for all periods presented herein.

None of the Company’s properties contain proven and probable reserves and all of the Company’s activities are exploratory in nature.

Unless the context otherwise requires, all references herein to the “Company” refer to U.S. Gold Corp. and its consolidated subsidiaries.

Basis of ~~Presentation~~presentation and ~~Principles~~principles of ~~Consolidation~~consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-Q, and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes the unaudited condensed consolidated financial statements and presents the unaudited condensed consolidated financial statements of the Company and its wholly-owned subsidiaries as of ~~January~~July 31, 2020. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended April 30, ~~2019,~~2020, which are contained in the Form 10-K filed on July ~~26, 2019.~~13, 2020. The unaudited condensed consolidated balance sheet as of April 30, ~~2019~~2020 was derived from those financial statements. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. Operating results for the ~~three- and nine-month periods~~three-month period ended ~~January~~July 31, 2020 are not necessarily indicative of the results to be expected for the year ending April 30, ~~2020.~~

In preparing the ~~unaudited condensed~~ consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the ~~condensed~~ consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, valuation of mineral rights, stock-based compensation, the fair value of common and preferred stock, valuation of warrants, asset retirement obligations and the valuation of deferred tax assets and liabilities.

During the three months ended October 31, 2019, the Company determined that it had improperly classified a deemed dividend related to the Company’s preferred stock within its stockholders’ equity section of its balance sheet during the three months ended July 31, 2019. This resulted in an overstatement of additional paid-in capital by the amount of the deemed dividend, and a corresponding understatement of accumulated deficit. The Company reclassified the deemed dividend for the six-month period ended October 31, 2019. The Company assessed the materiality of the misstatements in accordance with Staff Accounting Bulletin No.99, “Materiality” and No. 108, “Quantifying Misstatements”, and concluded that this error was not qualitatively material on the Company’s consolidated balance sheets, and statement of stockholders’ deficit. There was no effect on the statements of cash flows, statements of operations, and net loss for the periods then ended.

~~The effect of this reclassification on the line items within the Company’s consolidated financial statements as of July 31, 2019, was as follows:~~

Certain prior period amounts may be reclassified to conform to the current period presentation. Any reclassified amounts have no impact on the Company’s previously reported financial position or results of operations.

The Company has adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with U.S. GAAP, which requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

At ~~January~~July 31, 2020 and April 30, ~~2019,~~2020, the Company had no ~~assets~~financial instruments or liabilities accounted for at fair value on a recurring basis or nonrecurring basis.

Prepaid expenses and other current assets of $388,715 and $212,718 at July 31, 2020 and April 30, 2020, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash and equity instruments for consulting, public relations, and business advisory services, insurance premiums, mining claim fees and mineral lease fees which are being amortized over the terms of their respective agreements.

Property is carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally ten years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. NoThe Company did not recognize any impairment ~~of long-lived assets was recorded~~ during the ~~nine months~~periods ended ~~January~~July 31, 2020 and April 30, 2020.

Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established.

When a property reaches the production stage, the related capitalized costs will be amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of Long-Lived Assets”, and evaluates its carrying value under ASC 930-360, “Extractive Activities—Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value.

To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed.

ASC 930-805, “Extractive Activities—Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights.

Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both:

● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Leases to explore for or use of natural resources are outside the scope of ASU 2016-02, “Leases”.

Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation—Stock ~~Compensation’~~Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505, “Equity—Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third parties, compensation expense is determined at the measurement date, which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

~~In June 2018, the FASB issuedAccounting Standards Update (“~~ASU”) 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 ~~specifies that Topic 718~~ applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. The Company chose to early adopt ASU 2018-07 in July 2018. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures.

Warrants are accounted for in accordance with the applicable accounting guidance provided in ASC 815, “Derivatives and Hedging” (“ASC 815”) as either derivative liabilities or as equity instruments, depending on the specific terms of the agreements. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Instruments that are classified as liabilities are recorded at fair value at each reporting period, with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations.

The Company assessed the classification of its outstanding common stock purchase warrants as of the date of issuance and determined that such instruments met the criteria for equity classification under the guidance in ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Feature”. The Company has no outstanding warrants that contain a “down round” feature under Topic 815 of ASU 2017-11.

The Company accounts for its convertible preferred stock under the provisions of ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), which sets forth the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. ASC 480 requires an issuer to classify a financial instrument that is within the scope of ASC 480 as a liability if such financial instrument embodies an unconditional obligation to redeem the instrument at a specified date and/or upon an event certain to occur. During the periods ended ~~January~~July 31, 2020 and April 30, ~~2019,~~2020, the Company’s outstanding convertible preferred shares were accounted for as equity, with no liability recorded.

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, a beneficial conversion feature (“BCF”) related to the issuance of convertible debt and equity instruments that have conversion features at fixed rates that are in-the-money when issued, and the fair value of warrants issued in connection with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF and warrant valuation are recognized (a) for convertible debt as interest expense over the term of the debt, using the effective interest method or (b) for convertible preferred stock as dividends at the time the stock first becomes convertible.

~~The bifurcation of the Company’s outstanding Series F Convertible Preferred shares during the three and nine months ended January~~

JULY 31, 2020 was $0 and $2,022,712, respectively, was accounted for as a deemed dividend to holders of the Series F Convertible Preferred shares for the respective quarterly periods and increased the net loss applicable to common shareholders.

Asset retirement obligations (“ARO”), consisting primarily of estimated reclamation costs at the Company’s Copper King and Keystone properties, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. AROs are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its AROs annually or more frequently at interim periods if deemed necessary.

The reporting and functional currency of the Company is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the ~~Company.~~Company, and are included in General and administrative expenses.

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10, “Accounting for Uncertain Income Tax Positions” (“ASC 740-10”). When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service and state taxing authorities, generally for three years after they are filed.

The Unaudited Condensed Statements of Operations ~~for the three- and nine-month periods ended January 31, 2020 include~~includes a tax refund receivable of ~~$219,073~~$219,072 for the periods ended July 31, 2020 and April 30, 2020, under the Tax Cuts and Jobs Act of 2017 for carryovers of previously paid alternative minimum tax by Dataram Corporation. ~~Receipt of this refund resulted in a difference in the statutory tax rate as compared to the effective tax rate for each of the three- and nine-month periods ended January 31, 2020.~~

~~In August 2018, the FASB issuedASU~~2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will evaluate the impact of this standard on the Company’s financial statements prior to May 1, 2020, the beginning of the Company’s first fiscal year for which the standard will be in effect.

~~Other accounting~~Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material effect on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an effect on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

The accompanying ~~condensed~~ consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of ~~January~~July 31, 2020, the Company had cash of approximately ~~$1.2~~$1.7 million, working capital of approximately ~~$1.7~~$2.1 million, and an accumulated deficit of approximately ~~$30.8~~$32.5 million. The Company had a net loss and cash used in operating activities of approximately ~~$4.5 million~~$957,000 and ~~$3.6~~$1.0 million, respectively, ~~during the nine-month period ended January~~as of July 31, 2020. As a result of the utilization of cash in its operating activities, and the development of its assets, the Company has incurred losses since it commenced operations. The Company’s primary source of operating funds since inception has been equity financings. As of ~~January~~July 31, 2020, the Company had sufficient cash to fund its operations for approximately 6 to 9 months, prior to its merger with NPRC subsequent to the end of the quarter, and ~~expects~~expected that it ~~will~~would be required to raise additional funds to fund its operations thereafter. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements.

~~On June 19, 2019,~~Subsequent to the close of the quarter ended July 31, 2020, on August 11, 2020, the Company ~~sold 1,250 Series F Preferred units for an aggregate purchase price of $2,500,000 (see Note 8),~~closed on a merger with Acquisition Corp and NPRC, together with a concurrent equity placement, under which the Company ~~believes may not be indicative~~added approximately $7.9 million of net proceeds to its cash reserves. Upon receipt of the ~~Company’s ability to~~additional proceeds from the equity raise ~~additional funds for operations, due to a further downturn in equity markets for companies in its industry. There can be no assurance that~~on August 11, 2020, the Company ~~will~~believes, but it cannot be ~~able~~certain it has adequate resources to ~~raise~~fund its operations along with its long-term exploration activities for a period of at least 12 months from the date these financial statements are available until additional ~~capital or if the terms will be favorable.~~cash is raised.

The ~~unaudited condensed~~ consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company owns the Copper King gold and copper development project (the “Copper King Project”), which is comprised of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases covering an area of approximately 1.8 square miles located in the Silver Crown Mining District of southeast Wyoming.

On July 2, 2014, the Company entered into an Asset Purchase Agreement whereby the Company acquired certain mining leases and other mineral rights comprising the Copper King Project. The purchase price consisted of (a) cash payment in the amount of $1.5 million and (b) closing shares calculated at 50% of the issued and outstanding shares of the Company’s common stock and valued at $1.5 million. In accordance with ASC 360-10, “Property, Plant, and Equipment”, assets are recognized based on their cost to the acquiring entity, which generally includes the transaction costs of the asset acquisition. Accordingly, the Company recorded a total cost of the acquired mineral properties of $3,091,738, which includes the purchase price ($3,000,000) and related transaction costs.

The Company, through its wholly-owned subsidiary, U.S. Gold Acquisition, acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC (“Nevada Gold”) and Americas Gold Exploration, Inc. under the terms of a Purchase and Sale Agreement. At the time of purchase, the Keystone Project consisted of 284 unpatented lode mining claims situated in Eureka County, Nevada. The purchase price for the Keystone Project consisted of the following: (a) cash payment in the amount of $250,000, (b) 462,500 shares of the Company’s common stock and (c) an aggregate of 231,458 five-year options to purchase shares of the Company’s common stock at an exercise price of $3.60 per share.

The Company valued the shares of common stock at the fair value of $555,000 or $1.20 per share of common stock based on the contemporaneous sale of its preferred stock in a private placement at $0.10 per common share. The options were valued at $184,968. The options vested over a period of two years whereby 1/24 of the options vested and became exercisable each month for the 24 months following the closing of the acquisition. The options are non-forfeitable and are not subject to obligations or service requirements.

Accordingly, the Company recorded a total cost of the acquired mineral properties of $1,028,885 which includes the purchase price ($989,968) and related transaction cost ($38,917). Some of the Keystone Project claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, under the terms of the Purchase and Sale Agreement, Nevada Gold retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. Under the terms of the Purchase and Sale Agreement, the Company may buy down one percent (1%) of the royalty from Nevada Gold at any time through the fifth anniversary of the closing date for $2,000,000. In addition, the Company may buy down an additional one percent (1%) of the royalty anytime through the eighth anniversary of the closing date for $5,000,000.

In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Company’s wholly-owned subsidiary, U.S. Gold Acquisition Corporation, a Nevada corporation, pursuant to which Nevada Gold sold and U.S. Gold Acquisition Corporation purchased all rights, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada. The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479, which was paid in August 2017, and (b) 15,000 shares of common stock of the Company, which were issued in August 2017, valued at $35,850.

NumberCo owns all of the issued and outstanding shares of Orevada Metals Inc. (“Orevada”), a corporation under the laws of the state of Nevada. At the time of acquisition, the Company acquired from NumberCo cash of $159,063, and assumed liabilities consisting of accounts payable totaling $125,670. As a result, the Company acquired Orevada’s right to an option agreement dated in February 2019 (the “Option Agreement”). The Option Agreement grants Orevada the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing a $4.5 million in exploration and development expenditures (“Initial Earn-in”) and payment to Renaissance Exploration, Inc. (“Renaissance”), the grantor, of $250,000. Orevada may elect within 60 days after making the $250,000 payment, to increase its interest by an additional 20% (total interest of 70%) by producing a feasibility study by the end of the ninth year of the Option Agreement. One of the directors of the Company, Mr. Tim Janke, is also a director of Renaissance, a company which is not under common control.

Pursuant to ASU 2017-01 and ASC 805, each titled “Business Combinations”, the Company analyzed the Share Exchange Agreement to determine if the Company acquired a business or assets. Based on this analysis, it was determined that the Company acquired assets, primarily consisting of cash and~~the right to an Option Agreement~~. The Company excluded the cash received in the determination of the gross assets and concluded that the right to the Option Agreement represents substantially all of the fair value of the gross assets acquired. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business.

The monetary value of the 2,000,000 shares issued to the NumberCo Shareholders is deemed by the Company to be $2,020,000. In accordance with ASC 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable.

The 2,000,000 shares issued to the NumberCo Shareholders were valued at $2,020,000, or $1.01 per share, the fair value of the Company’s common stock based on the quoted trading price on the date of the Share Exchange Agreement (see Note 8). No goodwill was recorded as the Share Exchange Agreement was accounted for as an asset purchase.

The relative fair value of the assets acquired and liabilities assumed were based on management’s estimates of the fair values on September 10, 2019, the date of the Share Exchange Agreement. Based upon the purchase price allocation, the following table summarizes the estimated relative fair value of the assets acquired and liabilities assumed at the date of acquisition:

As of the date of these ~~unaudited condensed~~ consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition costs and exploration costs.

For the ~~three months~~three-month periods ended ~~January~~July 31, 2020 and 2019, depreciation expense amounted to ~~$2,098~~$4,200 and ~~$1,776,~~$2,423, respectively. ~~For the nine months ended January 31, 2020 and 2019, depreciation expense amounted to $6,622 and $4,602, respectively.~~

In conjunction with various permit approvals permitting the Company to undergo exploration activities at the ~~Copper King~~CK Gold Project and Keystone Project, the Company has recorded an ARO based upon the reclamation plans submitted in connection with the various permits. The following table summarizes activity in the Company’s ARO for the periods presented:

For the ~~three months~~three-month periods ended ~~January~~July 31, 2020 and 2019, accretion expense amounted to ~~$2,335~~$4,060 and ~~$2,133,~~$2,140, respectively. ~~For~~There were no exploration activities or new disturbance on any of the ~~nine~~Company’s projects during the three months ended ~~January~~July 31, ~~2020 and 2019, accretion expense amounted to $6,666 and $4,854, respectively.~~2020.

On April 16, 2019, the Company entered into a one-year consulting agreement with a director of the Company for providing services related to investor and strategic introduction to potential industry partners. In consideration for the services, the consultant was paid $3,750 per month in cash, and total shares of the Company’s common stock with a value of $45,000. In April 2019, the Company issued 4,592 shares of the Company’s common stock, valued at $45,000 at the market price on the dates of grant, in connection with this consulting agreement. This agreement was not renewed. The Company paid consulting fees to such director of $0 and $11,250 in cash during the three-month periods ended July 31, 2020 and 2019, respectively.

Accounts payable to related parties as of ~~January~~July 31, 2020 and April 30, 2019 was ~~$17,603~~$34,497 and ~~$42,539,~~$3,459, respectively, and was reflected as accounts payable – related party in the accompanying ~~unaudited condensed~~ consolidated balance sheets. The related party to which accounts were payable as of ~~January~~July 31, 2020 and 2019, was the Chief Financial Officer, who was owed a total of ~~$17,603 (includes $5,158~~$34,497 (including $10,839 payable in shares of common stock)~~. The related parties to which accounts were payable as~~ and a total of ~~April 30, 2019 were the former Vice President-Head of Exploration, who was owed $12,500~~$3,459 (including $2,700 payable in shares of common ~~stock and the Chief Financial Officer, who was owed a total of $30,039 (includes $14,403 payable in shares of common~~ stock)~~. The amounts payable in shares of common stock to these two related parties were fully vested at the date of issuance.~~

On September 10, 2019, the Company acquired from Orevada its right to an option agreement dated in February 2019 (see Note 4). One of the board of directors of the Company, Mr. Tim Janke, is also a director of Renaissance., respectively.

As of July 31, 2020, authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which 1,300,000 shares are designated as Series A Convertible Preferred Stock, 400,000 shares are designated as Series B Convertible Preferred Stock, 45,002 shares are designated as Series C Convertible Preferred Stock, 7,402 shares are designated as Series D Convertible Preferred Stock, 2,500 shares are designated as Series E Convertible Preferred Stock, 1,250 shares are designated as Series F Preferred Stock and 127 shares are designated as Series G Preferred Stock. The Company’s Board has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock.

Effective on March 19, 2020, the Company filed an amendment to the Articles of Incorporation to effect the Reverse Stock Split (see Note 1). All share and per share information in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Reverse Stock Split. As of July 31, 2020, there were 2,925,625 shares of common stock issued and outstanding, and no shares of preferred stock outstanding.

During the quarter ended July 31, 2020, the Company issued an aggregate of 20,357 shares of the Company’s common stock in exchange for the conversion of 57 shares of Series G Preferred Stock. As of July 31, 2020, all Series G Preferred Stock had converted and there were no shares of Series G Preferred Stock outstanding.

On April 30, 2020, the Compensation Committee of the Board awarded four directors of the Company an aggregate of 1,875 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant. The total 1,875 shares of restricted stock had a fair value of $9,581, or $5.11 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately. These shares were issued on May 5, 2020, subsequent to the close of the fiscal year 2020.

On July 31, 2020, the Compensation Committee of the Board awarded four directors of the Company an aggregate of 1,875 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant. The total 1,875 shares of restricted stock had a fair value of $15,244, or $8.13 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately. These shares were issued subsequent to the close of the fiscal quarter ended July 31, 2020.

A total of $20,218 and $52,682 was expensed for the three-month periods ended July 31, 2020 and 2019, respectively. A balance of $334,750 remains to be expensed over future vesting periods.

In August 2017, the ~~Company’s~~ Board ~~of Directors~~ approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) including the reservation of ~~1,650,000~~165,000 shares of common stock thereunder.

On August 6, 2019, the Board ~~of Directors of the Company~~ approved and adopted, subject to stockholder approval, the U.S. Gold Corp. 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan reserves ~~3,307,104~~330,710 shares for future issuance to officers, directors, employees and contractors as directed from time to time by the Compensation Committee of the ~~Board of Directors.~~Board. The Board directed that the 2020 Plan be submitted to the Company’s stockholders for their approval at the 2019 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), which was held on September 18, 2019. The 2020 Plan was approved by a vote of stockholders at the Annual Meeting. With the approval and effectivity of the 2020 Plan, no further grants will be made under the 2017 Plan.

~~On June 19, 2019, the Company filed~~The following is a Certificate of Designations, Preferences and Rights of the Series F Preferred (the “Certificate of Designations”) with the Secretary of State of the State of Nevada amending its articles of incorporation to establish a class of Series F Preferred Stock and the number, relative rights, preferences and limitations thereof. Pursuant to the Certificate of Designations, 1,250 shares of preferred stock have been designated as Series F Preferred Stock, and each of the shares of Series F Preferred Stock initially is convertible, at the election of the holder, into a number of sharessummary of the Company’s ~~common~~ stock ~~equal to~~option activity during the stated value of the Series F Preferred Stock, which is $2,000, subject to specified adjustments, divided by the conversion price, which is $1.14 per share, subject to specified adjustments as further adjusted in the event of stock split, stock dividends, and recapitalization or otherwise (the “Conversion Price”). Based on the initial Conversion Price, approximately 2,193,750 shares of common stock would be issuable upon conversion of all of the Series F Preferred Stock to be sold pursuant to the Purchase Agreement (as defined herein).

A holder of Series F Preferred Stock shall have no right to convert any portion of the Preferred Stock to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 4.99% (or, at the election of a holder after providing 61 days’ prior written notice to the Company, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion. Holders of the Series F Preferred Stock shall be entitled to receive dividends when and as declared by the Board of Directors, from time to time, and shall participate on an “as converted” basis with all dividends declared on the Company’s common stock.

The Series F Preferred Stock has no redemption provisions. In the event of the Company’s liquidation, the holders of the Series F Preferred Stock would be entitled to receive in cash out of the assets of the Company, after payment of the liquidation preference for any outstanding shares of senior preferred stock, but before any amount is paid to the holders of any of shares of junior stock and pari passu with any parity stock then outstanding, an amount per share equal the greater of (A) the stated value thereof on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series F Preferred Stock into common stock immediately prior to the date of such payment.

Except as required by law or the Company’s Articles of Incorporation, including certain protective provisions in the Certificate of Designations, holders of the Series F Preferred Stock have the same voting rights as holders of common stock, voting together as one class on an as-converted basis based on a conversion price equal to $1.14, subject to beneficial ownership limitations.

On June 19, 2019, the Company sold, under the terms of a securities purchase agreement (the “Purchase Agreement”), 1,250 Series F Preferred units for an aggregate purchase price of $2,500,000, or $2,000 per unit. Each unit consisted of one (1) share of 0% Series F Preferred Stock and 878 Class X Warrants on a registered basis and 1,755 Class A Warrants on an unregistered basis. The Company sold a total of 1,250 shares of Series F Preferred Stock, 2,193,750 Class A Warrants and 1,097,500 Class X Warrants under the Purchase Agreement. Each share of Series F Preferred Stock, at the option of the holder at any time, may be converted into the number of shares of common stock of the Company determined by dividing the $2,000 (the stated value per share of the Series F Preferred Stock) by a conversion price of $1.14 per share (approximately 2,193,750 shares of common stock), subject to adjustment. Each Class X Warrant is exercisable to acquire one share of the Company’s common stock and one Class Y Warrant at an exercise price of $1.14, for a period of six (6) months from the date of issuance. Each Class Y Warrant is exercisable to acquire one share of the Company’s common stock at an exercise price of $1.14 per share, commencing six (6) months from the date of issuance (the “Initial Exercise Date”) and will expire on a date that is the five (5) year anniversary of the Initial Exercise Date. Each Class A Warrant is exercisable to acquire one share of the Company’s common stock at an exercise price of $1.14 per share, commencing six (6) months from the date of issuance and will expire on a date that is the five (5) year anniversary of the date of issuance. In aggregate, if all of the shares of common stock are issued on conversion of the Series F Preferred Stock and exercise of the Class A, Class X and Class Y warrants, the Company would issue a total of 6,582,500 shares of common stock. The warrant holders may elect to exercise the warrants via cashless exercise if there is no effective registration statement registering the warrants pursuant to the terms of each respective warrant certificate. The offering pursuant to which the Series F Preferred units were sold closed on June 20, 2019, subject to the satisfaction of customary closing conditions.

The fair value of the Series F Preferred Stock and warrants if converted on the date of issuance was greater than the value allocated to the Series F Preferred Stock and warrants. As a result, the Company recorded a BCF of approximately $2.0 million that the Company recognized as deemed dividend to the preferred stockholders and accordingly, an adjustment to net loss to arrive at net loss available to common stockholders and a corresponding increase in additional paid in capital upon issuance of the Series F Preferred Stock and warrants. The Company accounted for the deemed dividend resulting from the issuance of Series F Preferred Stock and warrants using the relative fair value method (see Note 2).

The Purchase Agreement includes customary representations, warranties and covenants by the Company and provides for indemnification of the purchasers against certain liabilities, including liabilities incurred as a result of or relating to any breach of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement. The Company assessed the classification of these common stock purchase warrants and determined that such instruments met the criteria for equity classification under the guidance in ASC 815.

~~During the three months~~periods ended July 31, ~~2019,~~2020 and April 30, 2020:

At July 31, 2020 and April 30, 2020, the ~~Company issued an~~ aggregate intrinsic value of ~~1,080,707 shares~~options outstanding and exercisable was $150 and $0 for each period.

Stock-based compensation for stock options recorded in the consolidated statements of ~~the Company’s common stock in exchange~~operations totaled $51,262 and $52,214 for the ~~conversion~~three-month periods ended July 31, 2020 and 2019, respectively. A balance of ~~616 shares of the Company’s Series F Preferred Stock.~~

During the three months ended October 31, 2019, the Company issued an aggregate of 638,596 shares of the Company’s common stock in exchange for the conversion of 364 shares of the Company’s Series F Preferred Stock.

~~On May 6, 2019, the Company paid an accrued service liability~~$162,788 remains to its former Chief Geologist in the amount of $12,500 by issuing 10,684 shares of common stock at a price of $1.17 per share of common stock based on the quoted trading price on the date of grant. In connection with this issuance, the Company reduced accrued salaries by $12,500 during the nine months ended January 31, 2020.

On November 26, 2019, the Company paid an accrued service liability to its Chief Financial Officer in the amount of $14,403 and stock-based accounting fees of $3,881 by issuing 22,767 shares of restricted common stock at a price of $0.80 per share of common stock based on the quoted trading price on the date of grant. In connection with this issuance, the Company reduced accrued expenses by $14,403 and recorded stock-based accounting fees of $3,881 during the quarter ended January 31, 2020. The restricted common shares issued to this officer were fully vested at the date of issuance.

Between May 2019 and June 2019, the Company issued an aggregate of 21,534 shares of common stock to satisfy a stock payable to its former Chief Geologist for services rendered between May 2019 and June 2019. The shares were valued at $25,000 using a share price ranging from $1.03 to $1.33 on the dates of grant.

On September 30, 2018, the Company issued an aggregate of 1,000,000 shares of restricted stock to officers, directors, employees and consultants for services rendered. The shares vest 50% on the date of issuance and 50% on the one-year anniversary of the date of issuance. The 1,000,000 shares of restricted stock had a fair value of $990,000 and will be expensed over ~~the~~future vesting period. Additionally, on November 10, 2017, 12,000 shares of restricted stock that vest two years from issue date were issued to a director, and on February 20, 2018, 150,000 shares of restricted stock that vest ratably over 12 months were issued to a consultant, bringing the total of restricted shares issued to 1,162,000. During the three months ended July 31, 2019, the Company intended to cancel an aggregate of 85,000 unvested shares of the Company’s common stock due to termination of employee relationships; however, during the quarter ended October 31, 2019, prior to cancelation of the shares, and after consultations with these former employees and Company counsel, the Company changed its position relative to the 85,000 shares and declared them vested. As a result of the vesting, the Company recognized operating expenses of $84,150.periods.

On September 18, 2019, the Compensation Committee of the Board of Directors awarded Edward Karr, the Company’s Chief Executive Officer, President and Director, 200,000 performance-based restricted stock units (“RSUs”), David Rector, the Company’s Chief Operating Officer, 75,000 performance-based RSUs and an employee of the Company 50,000 performance-based RSUs pursuant to respective restricted stock unit award agreements. The RSUs will vest upon the earlier to occur of (i) a Change in Control (as defined in the 2020 Plan), or (ii) a material discovery of a mineral deposit, as determined by the Compensation Committee of the Board of Directors in its sole discretion.~~The total 325,000 RSUs had a fair value of $334,750 or $1.03 per share based on the quoted trading price on the date of grant and will be expensed upon the occurrence of the vesting term.~~

Additionally, on September 18, 2019, the Compensation Committee of the Board of Directors awarded five directors of the Company an aggregate of 250,000 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant.~~The total 250,000 shares of restricted stock had a fair value of $257,500 or $1.03 per share based on the quoted trading price on the date of grant, which was expensed immediately.~~

~~On November 26, 2019, the Company issued 21,000 shares of restricted common stock to a consultant for investor relations-related services rendered~~.~~The 21,000 shares of common stock had a fair value of $18,297, or $0.87 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

On November 26, 2019, the Company issued 37,037 shares of restricted stock to a consultant for services to be rendered. The shares vest over a six-month period. The 37,037 shares of restricted stock had a fair value of $29,848, or $0.81 per share, based on quoted trading price on the date of grant and will be expensed over the vesting period.

~~On January 14, 2020,the Compensation Committee of the Board of Directors awardedan aggregate of 477,778 restricted common shares toEdward Karr, the Company’s Chief Executive Officer, and David Rector, the Company’s Chief Operating Officer as 2019 Executive Bonus Awards.~~The total 477,778 restricted common shares stock had a fair value of $396,520, or $0.83 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.

~~On January 6, 2020,~~the Compensation Committee of the Board of Directors awarded four directors of the Company an aggregate of 18,750 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant.~~The total 18,750 shares of restricted stock had a fair value of $17,438, or $0.93 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately.~~

A total of $27,596 and $473,375, and $138,322 and $751,486, was expensed for the three and nine months ended January 31, 2020 and 2019, respectively. A balance of $354,649 remains to be expensed over future vesting periods.

On September 10, 2019, the Company, NumberCo and the NumberCo Shareholders, entered into the Share Exchange Agreement, pursuant to which, among other things, the Company agreed to issue to the NumberCo Shareholders 2,000,000 shares of the Company’s common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly owned subsidiary of the Company. The 2,000,000 shares issued to the NumberCo Shareholders were valued at $2,020,000, or $1.01 per share, the fair value of the Company’s common stock based on the quoted trading price on the date of the Share Exchange Agreement (see Note 4).

~~A summary of the Company’s outstanding stock options as of January 31, 2020 and changes during the nine-month period then ended are presented below:~~

~~As of January 31, 2020, the aggregate intrinsic value of options outstanding and exercisable was $0.~~

On November 26, 2019, the Company granted 50,000 options to purchase the Company’s common stock to the Company’s Chief Financial Officer. The options have a term of 10 years from the date of grant and are exercisable at an exercise price of $0.81. The options vest over 24 months at 2,083 options per month. The Company accounted for the 50,000 options by using a Black-Scholes option pricing model with the following assumptions: stock price of $0.81 per share (based on the quoted trading price on the dates of grant), volatility of 72%, expected term of 10 years, and a risk-free interest rate of 1.74%.

Stock-based compensation for stock options has been recorded in the unaudited condensed consolidated statements of operations and totaled $40,357 and $292,422 for the three months ended January 31, 2020 and 2019, respectively, and $144,785 and $304,119 for the nine months ended January 31, 2020 and 2019, respectively. A balance of $265,313 remains to be expensed over future vesting periods.

In relation to the issuance of the Series F Convertible Preferred Shares, the Company issued 2,193,750 Class A Warrants and 1,097,500 Class X Warrants. The fair value of the warrants was $2,022,712, as measured on the date of the issuance with a Black-Scholes pricing model using the assumptions noted in the following table:

Each Class A Warrant is exercisable to acquire one share of the Company’s common stock at an exercise price of $1.14 per share, commencing six (6) months from the date of issuance and will expire on a date that is the five (5) year anniversary of the date of issuance. Each Class X Warrant was exercisable to acquire one share of the Company’s common stock and one Class Y Warrant at an exercise price of $1.14, for a period of six (6) months from the date of issuance. Each Class Y Warrant is exercisable to acquire one share of the Company’s common stock at an exercise price of $1.14 per share, commencing on the Initial Exercise Date and will expire on a date that is the five (5) year anniversary of the Initial Exercise Date.

A summary of the Company’s outstanding warrants to purchase shares of common stock as of ~~January~~July 31, 2020 and changes during the ~~nine-month~~three-month period then ended are presented below:

As of ~~January~~July 31, 2020, the aggregate intrinsic value of warrants outstanding and exercisable was $0.

Net loss per share of common ~~share~~stock is calculated in accordance with ASC 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common ~~stockholders~~stockholder, by the weighted average number of shares of common stock outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive ~~effect~~impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded.

The ~~Copper King~~CK Gold property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases. These leases were assigned to the Company in July 2014 through the acquisition of the ~~Copper King~~CK Gold Project. Leases to explore for or use of natural resources are outside the scope of ASU 2016-02 “Leases”. There are no lease contracts for office space or other Company expenses which qualify for treatment as capital assets under ASU 2016-02.

The Company’s rights to the ~~Copper King~~CK Gold Project arise under two State of Wyoming mineral leases; 1) State of Wyoming Mining Lease No. 0-40828, consisting of 640 acres, and 2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres.

Lease 0-40828 was renewed in February 2013 for a second ten-year term and Lease 0-40858 was renewed for its second ten-year term in February 2014. Each lease requires an annual payment of $2.00 per acre. In connection with the Wyoming Mining Leases, the following production royalties must be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State of Wyoming:

The future minimum lease payments at July 31, 2020 under these mining leases are as follows, each payment to be made in the fourth quarter of the respective fiscal ~~years. The Fiscal 2020 payment was made during the quarter ended January 31, 2020:~~years:

The Company may renew each lease for a third ten-year term, which will require one annual payment of $3.00 per acre for the first year and $4.00 per acre for each year thereafter.

Pursuant to the acquisition of NumberCo on September 10, 2019, the Company acquired from Orevada its right to the Option Agreement. The option agreement grants Orevada the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing the Initial Earn-in over a seven-year ~~period:~~period, as amended for year one and two to move the $100,000 first year earn-in into the second year:

The Initial Earn-in is vested by paying $250,000 to Renaissance ~~Exploration, Inc.~~ at the end of the Initial Earn-in period.

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements.Northern Panther Merger Agreement

On August 10, 2020, the Company entered into the Merger Agreement with Acquisition Corp., NPRC and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as a wholly-owned subsidiary of the Company (such transaction, the “Merger”).

At the closing of the Merger, which occurred on August 11, 2020, the shares of common stock of NPRC outstanding immediately prior to the Merger (other than shares held as treasury stock) were converted into and represent the right to receive (i) 581,053 shares of the Company’s common stock, par value $0.001 per share, and (ii) 106,894 shares of the Company’s Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock” and, together with the common stock, the “Merger Consideration”), which Series H Preferred Stock is expected to convert into common stock on a 1 for 10 basis upon receipt of the approval by the requisite vote of the Company’s stockholders at the next annual general meeting, scheduled for October 27, 2020.

The Series H Preferred Stock issued as part of the Merger Consideration is convertible at the option of the holder, subject to an exchange cap, which prohibits the conversion of the Series H Preferred Stock if such conversion would result in a violation of the rules of the Nasdaq Capital Market. Holders of the Series H Preferred Stock have the same voting rights and liquidation preference as holders of common stock, on an as-converted basis.

The common stock issued pursuant to the Merger Agreement as part of the Merger Consideration is being sold as “restricted stock” subject to the six-month minimum hold period under Rule 144 under the Securities Act of 1933, as amended. In addition, pursuant to certain leak-out agreements entered into concurrently with the execution of the Merger Agreement by and between the stockholders of NPRC and the Company, the shares of common stock issued pursuant to the Merger Agreement, including shares issued upon conversion of the Series H Convertible Preferred Stock, are subject to a leak-out provision limiting future share sales of the Company’s common stock held by the holders of such shares to no more than 10% of the daily trading volume.

In connection with the Merger, Luke Norman Consulting Ltd. received a finder’s fee equal to the quotient of (a) 5% of the purchase value for the Merger and (b) the 30-day Volume Weighted Average Price (“VWAP”) of a share of our common stock as reported on the Nasdaq Capital Market prior to the execution Merger Agreement, which was paid in 82,500 shares restricted common stock on the closing date of the Merger.

Total consideration given consist of the common shares and common share equivalents of 1,650,000 shares, valued at the Volume Weighted Average Price for the 30-day period immediately prior to the date of the Merger Agreement of $7.6612 per common share, or $12,640,980. Net assets purchased consist of:

Management analyzed the Merger Agreement to determine if the Company acquired a business or acquired assets. The FASB issued new guidance (ASU 2017-01) that changed the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. Under the ASU, a set is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

Pursuant to ASC 805-10-55-5, to be capable of being conducted and managed, as further described in 805-10-55-3A, an integrated set of activities and assets require two essential elements, at a minimum, include inputs and substantive process that together significantly contribute to the ability to create output. Management first considered the guidance in paragraphs 805-10-55-5A through 55-5C.

Per 805-10-55-5A, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. Gross assets acquired should exclude cash and cash equivalents, as well as other identified assets which are not part of this acquisition.

The identifiable assets that could be recognized in the agreements are 1) cash and 2) mineral rights on a gold exploration project in Idaho called the Challis Gold exploration project. Pursuant to 805-10-55-5A, NPRC is a newly formed Nevada corporation, with limited operating history and no established bank or business accounts. The only identifiable assets are the escrowed $2.5 million in cash (excluded from the analysis per ASC 8005-10-55-5A) and the Challis Gold Project. Management has excluded cash in the determination of the gross assets, and thus determined that the Challis Gold project represents substantially all of the fair value of the gross assets.

Pursuant to ASC 805-10-55-5A, the Company concludes that the acquisition of NPRC, and its wholly owned subsidiaries, is an acquisition of assets.

In connection with the Merger, on August 10, 2020, the Company entered into a securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers in a private placement (i) an aggregate of 921,666 shares of the Company’s Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”) and (ii) warrants to purchase an aggregate of 921,666 shares of common stock at an exercise price of $6.00 per share (the “Warrants”) for aggregate consideration of $5,530,004.

The Series I Preferred Stock has substantially the same terms as the Series H Preferred Stock, except that each share of Series I Preferred Stock is convertible into one share of common stock, and is subject to an exchange cap. The Warrants are exercisable in whole or in part at any time, from time to time following the initial exercise date, terminate five years following the issuance, and are subject to an exchange cap. The sale of the Series I Preferred Stock and Warrants under the SPA closed on August 11, 2020.

The Warrants and the shares of the Company’s common stock issuable upon the exercise of the Warrants, the conversion of the Series H Preferred Stock, and the conversion of the Series I Preferred Stock are not being registered under the Securities Act and are being offered pursuant to and in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which are duplicate to the disclosures in the audited consolidated financial statement 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 filed with the Commission on July ~~26, 2019.~~13, 2020.

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 ~~January~~July 31, 2020, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the ~~three- and nine-month~~three-month periods ended ~~January~~July 31, 2020 and 2019, and our unaudited interim condensed consolidated cash flows for the ~~nine-month~~three-month periods ended ~~January~~July 31, 2020 and 2019. 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.

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.” 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, ~~2019.~~2020.

We are an exploration company that owns certain mining leases and other mineral rights comprising the ~~Copper King~~CK Gold Project in Wyoming and the Keystone, Gold Bar North, ~~and~~ Maggie Creek Projects in ~~Nevada.~~Nevada and most recently the Challis Gold Project in Idaho. None of our properties contain any proven and probable reserves under SEC Industry Guide 7, and all of our activities on our properties are exploratory in nature.

During the three-months ended ~~January~~July 31, 2020, we focused primarily on ~~finalizing~~continued interpretation of our 2019 drilling program at our Keystone Project and enhancing our understanding of that property through continuing analytics. In addition, we commenced an internal analysis of our newly acquired Maggie Creek exploration project. An overview of certain significant events follows:

On ~~November 7, 2019,~~August 10, 2020, we ~~received~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold King Acquisition Corp., a ~~letter from~~wholly owned subsidiary of U.S. Gold Corp. (“Acquisition Corp.”), Northern Panther Resources Corporation (“Northern Panther” or “NPRC”) and the ~~Listing Qualifications Department~~Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into NPRC, with NPRC surviving as our wholly-owned subsidiary (such transaction, the “Merger”).

At the closing of the ~~Nasdaq Stock Market (“Nasdaq”) indicating that, based upon~~Merger, which occurred on August 11, 2020, the ~~closing bid price~~outstanding shares of common stock of NPRC outstanding immediately prior to the Merger were converted into and represent the right to receive (i) 581,053 shares of our common stock, ~~for the 30 consecutive business day period between September 26, 2019, through November 6, 2019, we did not meet the minimum bid price of $1.00~~par value $0.001 per share, ~~required~~and (ii) 106,894 shares of our Series H Convertible Preferred Stock, par value $0.001 per share (the “Series H Preferred Stock” and, together with the common stock, the “Merger Consideration”), which Series H Preferred Stock is expected to convert into common stock on a 1 for ~~continued listing~~10 basis upon receipt of the approval by the requisite vote of our stockholders at the next annual general meeting on ~~The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be given a compliance period of 180 calendar days, or until May 5,~~October 27, 2020 (the ~~“Compliance Period”~~“Company Shareholder Meeting”), ~~in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).~~

In order to regain compliance with Nasdaq’s minimum bid price requirement, our common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event we do not regain compliance by the end of the Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of our publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our common stock will be subject to delisting.as described below.

The ~~letter has no immediate impact on the listing~~Series H Preferred Stock to be issued as part of the ~~Company’s~~Merger Consideration is convertible at the option of the holder, subject to an exchange cap, which prohibits the conversion of the Series H Preferred Stock if such conversion would result in a violation of the rules of the Nasdaq Capital Market. Holders of the Series H Preferred Stock have the same voting rights and liquidation preference as holders of common stock, ~~which will continue~~on an as-converted basis.

The common stock issued pursuant to ~~be listed and traded on The Nasdaq Capital Market,~~the Merger Agreement as part of the Merger Consideration is being sold as “restricted stock” subject to the ~~Company’s compliance~~six-month minimum hold period under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). In addition, pursuant to certain leak-out agreements (the “Leak-Out Agreements”) entered into concurrently with the ~~other listing requirements~~execution of ~~The Nasdaq Capital Market. At our Annual Meeting~~the Merger Agreement by and between the stockholders of ~~Stockholders held on September 18, 2019, our stockholders authorized management~~NPRC and us, the shares of common stock issued pursuant to ~~enact~~the Merger Agreement, including shares issued upon conversion of the Series H Convertible Preferred Stock, are subject to a ~~reverse split~~leak-out provision limiting future share sales of our common stock held by the holders of ~~not less~~such shares to no more than ~~1-to-2~~10% of the daily trading volume.

The Merger Agreement includes customary representations and ~~not greater than 1-to-10 before September 18, 2020, in an effort~~warranties of the Company, Acquisition Corp. and NPRC. In connection with the Merger, Luke Norman Consulting Ltd. received a finder’s fee equal to ~~increase~~ the ~~trading price~~quotient of (a) 5% of the purchase value for the Merger and (b) the 30-day Volume Weighted Average Price (“VWAP”) of a share of our common ~~stock. However, we cannot assure you~~stock as reported on the Nasdaq Capital Market prior to the execution Merger Agreement, which was paid in 82,500 shares restricted common stock on the closing date of the Merger.

Total consideration given consist of the common shares and common share equivalents of 1,650,000 shares, valued at the VWAP for the 30-day period immediately prior to the date of the Merger Agreement of $7.6612 per common share, or $12,640,980. Net assets purchased consist of:

Management analyzed the Merger Agreement to determine if the Company acquired a business or acquired assets. The FASB issued new guidance (ASU 2017-01) that changed the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Under the ASU, a set is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

The identifiable assets that could be recognized in the agreements are 1) cash and 2) mineral rights on a gold exploration project in Idaho called the Challis Gold exploration project. Pursuant to 805-10-55-5A, NPRC is a newly formed Nevada corporation, with limited operating history and no established bank or business accounts. The only identifiable assets are the escrowed $2.5 million in cash (excluded from the analysis per ASC 8005-10-55-5A) and the Challis Gold Project. Management has excluded cash in the determination of the gross assets, and thus determined that the ~~reverse stock split, if implemented, will have~~Challis Gold project represents substantially all of the ~~desired effect~~fair value of ~~proportionately raising~~the gross assets.

Pursuant to ASC 805-10-55-5A, we conclude that the acquisition of NPRC, and its wholly owned subsidiaries, is an acquisition of assets.

In connection with the Merger, on August 10, 2020, we entered into a securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”), pursuant to which we sold to the Purchasers in a private placement (i) an aggregate of 921,666 shares of our Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”) and (ii) warrants to purchase an aggregate of 921,666 shares of common stock at an exercise price ~~over~~of $6.00 per share (the “Warrants”) for aggregate consideration of $5,530,004.

The Series I Preferred Stock has substantially the ~~long term,~~same terms as the Series H Preferred Stock, except that each share of Series I Preferred Stock is convertible into one share of common stock, and is subject to an exchange cap. The Warrants are exercisable in whole or in part at ~~all.~~any time, from time to time following the initial exercise date, terminate five years following the issuance, and are subject to an exchange cap. The sale of the Series I Preferred Stock and Warrants under the SPA closed on August 11, 2020.

The Warrants and the shares of the Company’s Common Stock issuable upon the exercise of the Warrants, the conversion of the Series H Preferred Stock, and the conversion of the Series I Preferred Stock are not being registered under the Securities Act and are being offered pursuant to and in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

On August 10, 2020, concurrently with the execution of the Merger Agreement, certain of our stockholders identified therein, including each of our directors and executive officers, entered into a Voting Agreement with the Stockholder Representative (the “Company Stockholder Agreement”), pursuant to and on the terms and subject to the conditions of which, among other things, each such stockholder agreed to vote (or acted upon by written consent) all of such stockholder’s shares of Company common stock, in favor of the conversion of the Series H Preferred Stock, at the Company Shareholder Meeting. As of August 10, 2020, the stockholder parties to the Company Stockholder Agreement owned 357,836 shares of the Company common stock, representing approximately 12.20% of the Company common stock issued and outstanding at such time. The Company Stockholder Agreement will terminate on the earlier to occur of (i) the conclusion of the Company Shareholder Meeting and (ii) the termination of the Merger Agreement.

Also on August 10, 2020, concurrently with the execution of the Merger Agreement, the stockholders of NPRC identified therein, entered into a Voting Agreement with us, (the “Northern Panther Stockholder Agreement”), pursuant to and on the terms and subject to the conditions of which, among other things, each such stockholder agreed to vote (or acted upon by written consent) all of such stockholder’s shares of common stock of NPRC, among other things, (a) in favor of the adoption of the Merger Agreement (as amended from time to time) and (b) against any proposal for any recapitalization, merger, sale of assets or other business combination between NPRC or any of its subsidiaries and any person or entity other than the Company or any of its affiliates. As of August 10, 2020, the stockholder parties to the Northern Panther Voting Agreement owned all of the issued and outstanding shares of common stock of NPRC.

Pursuant to the terms and conditions of the Merger Agreement, on August 11, 2020, Mr. Edward M. Karr relinquished his position as President, and the board appointed Mr. George Bee as President of the Company. Mr. Karr remains Chief Executive Officer and a director of the Company. In addition, pursuant to the Merger Agreement, we are required to seek the approval of our stockholders for the conversion of the Series H Preferred Stock and nominate Mr. Bee and Mr. Robert Schafer for election to the Board at the Company Shareholder Meeting.

Mr. Bee will serve until a successor is chosen and qualified, or until his earlier resignation or removal. Mr. Bee, age 62, is a senior mining industry executive, with deep operational experience. He has an extensive career operating and developing world-class gold mining projects throughout the world. Mr. Bee was the past president, chief executive officer and director of Andina Minerals Inc. He served on the board of directors of Peregrine Metals, which was acquired by Stillwater Mining Company. Previously, he was chief operating officer at Aurelian Resources Inc. where he was primarily responsible for the development of the Fruta del Norte Project in Ecuador. Prior to that Mr. Bee was director, Technical Projects for Barrick Gold Corporation (“Barrick”). Mr. Bee has more than 30 years of experience operating and developing world-class mines and projects, including an eight-year tour with Barrick in Latin America during his 16-year service with the company. Having been part of the team that developed Goldstrike in phases between 1988 and 1995, he left Goldstrike as mine manager. Between 1998 and 2007, he returned to Barrick to complete the construction of the Pierina mine, and continued as operations manager until he was reassigned to Chile and Argentina. As general manager, he formed and led the team responsible for the successful development of the Veladero mine in 2005. After leaving Barrick, he became president and chief executive officer of Andina Minerals Inc., before moving on to become chief executive officer at Jaguar Mining Inc. Mr. Bee is a graduate of the Camborne School of Mines in Cornwall, United Kingdom.

Concurrent with the appointment of Mr. Bee as President of the Company, we entered into a letter of employment with Mr. Bee, pursuant to which Mr. Bee shall receive (a) $300,000 annual compensation, to be paid in cash, and (b) receive reimbursement for his monthly healthcare premiums.

On August 11, 2020, we filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series H Preferred Stock (the “Series H Certificate of Designation”) with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series H Preferred Stock and the number, relative rights, powers, preferences, privileges and restrictions thereof. Pursuant to the Series H Certificate of Designations, 106,984 shares of preferred stock have been designated as Series H Preferred Stock.

Also on August 11, 2020, we filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series I Preferred Stock (the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada amending its Articles of Incorporation to establish the Series I Preferred Stock and the number, relative rights, powers, preferences, privileges and restrictions thereof. Pursuant to the Series I Certificate of Designations, 921,666 shares of preferred stock have been designated as Series I Preferred Stock.

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent months. The ongoing COVID-19 pandemic has and may continue to adversely impact our business, as our operations are based in and rely on third parties located in areas affected by the pandemic.

We, or our people, investors, contractors or stakeholders, have been prevented from free cross-border travel or normal attendance to activities in conducting our business at trade shows, presentations, meetings or other activities meant to promote or execute our business strategy and transactions. We have been prevented from receiving goods or services from contractors. Decisions beyond our control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect our ability to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished without such limitations. Furthermore, our exploration activities rely heavily on outside contracts. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. Such government-imposed precautionary measures may have been relaxed in certain countries or states, but there is no assurance that more strict measures will be put in place again due to a resurgence in COVID-19 cases. There can be no assurance that the Company and its personnel may travel and access property freely in the near future.

Moreover, the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic harms the global economy generally.

We do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners, or the global economy as a whole. However, any one or a combination of these events could have an adverse effect on our other business operations. A continuation or worsening of ~~a reverse stock split upon~~the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common stock cannot be predicted with any certainty, and the history of similar stock splits for companies in similar circumstances is varied. Accordingly, we cannot assure you that the market price per share after the reverse stock split will exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time. The market price of our common stock may vary based on other factors unrelated to the number of shares outstanding, including our future performance.stock.

Three ~~and nine~~ months ended ~~January~~July 31, 2020 compared to the three ~~and nine~~ months ended ~~January~~July 31, 2019:

We are an exploration stage company with no operations, and we generated no revenues for the ~~three- and nine-month~~three-month periods ended ~~January~~July 31, 2020 and 2019.

Total operating expenses for the ~~nine~~three months ended ~~January~~July 31, 2020 as compared to the ~~nine~~three months ended ~~January~~July 31, 2019, were approximately ~~$4.7~~$1.0 million and ~~$6.1~~$1.3 million, respectively. The approximate ~~$1.4 million~~$351,000 decrease in operating expenses for the ~~nine~~three months ended ~~January~~July 31, 2020 as compared to ~~nine~~three months ended ~~January~~July 31, 2019, is comprised of ~~a decrease~~decreases in every classification of expenses, compensation decreased approximately ~~$377,000 in compensation~~$93,000 as a result of a decrease in stock-based compensation due to a decrease in issuance of stock options and common stock issued to our officers and employees as compared to the prior period, ~~a $1.3 million~~approximately $121,000 decrease in exploration expenses on our mineral properties due to a decrease in exploration activities and ~~an increase~~a decrease in professional fees of approximately ~~$229,000~~$93,000 due primarily to a decrease in in investor relations and consulting expenses of approximately $181,000 offset by an increase in ~~investor relations,~~ legal and accounting fees ~~and stock-based compensation to our board~~ of ~~directors~~approximately $88,000 and an overall ~~increase~~decrease in general and administrative expenses of approximately ~~$50,000~~$44,000 due primarily to ~~increases~~decreases in ~~insurance~~advertising expense and travel and related expenses.

Total operating expenses for the three months ended January 31, 2020, as compared to the three months ended January 31, 2019, were approximately $1.2 million and $1.6 million, respectively. The approximate $455,000 decrease in operating expenses for the three months ended January 31, 2020, as compared to three months ended January 31, 2019 is comprised of an increase of approximately $273,000 in compensation as a result of an increase in stock-based compensation due to the issuance of common stock issued to our officers as bonus equity awards and employees as compared to the prior comparable period, a decrease of approximately $674,000 in exploration expenses on our mineral properties due to a decrease in exploration activities, a decrease of approximately $69,000 in professional fees due primarily to a decrease in legal fees, and an increase of approximately $16,000 in general and administrative expenses.

We reported loss from operations before tax of approximately ~~$4.7~~$1.0 million and ~~$6.1 million for the nine months ended January 31, 2020 and 2019, respectively. We reported loss from operations before tax of approximately $1.2 million and $1.6~~$1.3 million for the three months ended ~~January~~July 31, 2020 and 2019, respectively.

As a result of the operating expense with no revenues discussed above, we reported a net loss of approximately $4.5 million for the nine months ended January 31, 2020, as compared to a net loss of $6.6 million for the nine months ended January 31, 2019. We reported a net loss of approximately $961,000 for the three months ended January 31, 2020, as compared to a net loss of $2.1 million for the three months ended January 31, 2019.

The following table summarizes total current assets, liabilities and working capital at ~~January~~July 31, 2020 compared to April 30, ~~2019,~~2020, and the increase between those periods:

As of ~~January~~July 31, 2020, we had working capital of ~~$1,673,624,~~$2,124,527, as compared to working capital of ~~$2,650,233~~$3,023,907 as of April 30, ~~2019,~~2020, a decrease of ~~$976,609.~~$899,380. During the ~~nine~~three months ended ~~January~~July 31, 2020, we received $0 net proceeds ~~of approximately $2.4 million~~ from the issuance of preferred stock and ~~warrants. We used~~warrants, which is the ~~proceeds primarily~~primary source of cash to fund ~~operations during the nine months ended January 31, 2020.~~operations.

We are obligated to file annual, quarterly and current reports with the Commission 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 Commission and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costlier. We expect to spend between $200,000 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 ~~nine~~three months ended ~~January~~July 31, 2020 and 2019, we incurred losses in the amounts of approximately ~~$4.5~~$1.0 million and ~~$6.6~~$1.3 million, respectively. As of ~~January~~July 31, 2020, we had cash of approximately ~~$1.2~~$1.7 million, working capital of approximately $2.1 million, and an accumulated deficit of approximately $32.5 million. ~~The Company~~We had a net loss and cash used in operating activities of approximately $1.0 million. As a result of the utilization of cash in its operating activities, and the development of its assets, we have incurred losses since it commenced operations. Our primary source of operating funds since inception has been equity financings. As of July 31, 2020, we had sufficient cash to fund its operations for approximately 6 to 9 months and expected that we will be required to raise additional ~~funds. There can be no assurance that the Company will be able~~funds to fund its operations thereafter. These matters raise ~~additional capital or if the terms will be favorable. The Company has generated no revenues in the reported periods and has an accumulated deficit, which raises~~ substantial doubt about ~~its~~our ability to continue as a going ~~concern.~~concern for the twelve months following the issuance of these financial statements.

Subsequent to the close of the quarter ended July 31, 2020, on August 11, 2020, we closed on a merger with Gold King Acquisition Corp and NPRC, together with a concurrent equity placement, under which we added approximately $7.9 million of net proceeds to our cash reserves. Upon receipt of the additional proceeds from the equity raise on August 11, 2020, we believe, but cannot be certain we have adequate resources to fund our operations along with our long-term exploration activities for a period of at least 12 months from the date these financial statements are available until additional cash is raised.

~~Management has determined~~We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Our future capital requirements will depend on many factors, including potential acquisitions, changes in exploration programs and related studies and other operating strategies. In addition, we continue to assess the impact of COVID-19, which may adversely affect our ability to obtain additional future capital. To the extent we require additional funding, we cannot be certain that additional ~~capital~~funding will be ~~required to continue its operations. There are no assurances that management will be able to~~available on acceptable terms, or at all. To the extent we raise capital on terms acceptable to us. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned exploration activities, which could harm our business, financial condition and operating results. If we obtain additional funds by ~~selling any of our~~issuing equity securities, ~~or by issuing common stock to pay current or future obligations, the percentage ownership of~~ our ~~stockholders will be reduced,~~ stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If unable to raise additional ~~dilution,~~capital when required or ~~the equity securities~~on acceptable terms, we may have ~~rights preferences~~to delay, scale back or ~~privileges senior to~~discontinue the ~~common stock. If adequate funds are not available to us when needed on satisfactory terms,~~exploration activities or ~~at all, we may be required to cease operating or otherwise modify our business strategy.~~

Management is monitoring the effects of the current health and business risks related to the Coronavirus, also known as COVID-19. We have revised and amended our Risk Factors below to disclose the unknown and unquantifiable risks to the Company from this or other similar risks.programs.

Net cash used in operating activities totaled ~~$3.6~~$1.0 million and ~~$4.6~~$1.1 million for the ~~nine~~three months ended ~~January~~July 31, 2020 and 2019, respectively. Net loss for the ~~nine~~three months ended ~~January~~July 31, 2020 and 2019 totaled approximately ~~$4.5~~$1.0 million and ~~$6.6~~$1.3 million, respectively. Additionally, we expensed approximately ~~$1.1 million~~$71,000 in stock-based compensation for options and shares issued to employees and consultants during the ~~nine~~three months ended ~~January~~July 31, 2020. Net changes in operating assets and liabilities are primarily due to net increases in prepaid expenses and other assets of approximately $176,000 and reclamation of bond deposits of approximately ~~$16,000, $78,000 in prepaid expenses, and $2,000~~$22,000, net of decreases of approximately $62,000 in accounts payable to trade vendors and related parties. ~~These net increases were partially offset by a net decrease in accounts payable of approximately $178,000 and accrued liabilities of approximately $5,000 in the nine months ended January 31, 2020.~~

~~Net~~The was no cash provided by investing activities ~~totaled approximately $159,000~~ for each of the ~~nine~~three months ended ~~January~~July 31, 2020 ~~due to cash received in connection with a share exchange agreement, as compared to no such investing activities during the nine months ended January~~and July 31, ~~2019.~~2019, respectively.

~~Net~~There was no cash provided by financing activities ~~totaled~~the three months ended July 31, 2020, compared with net cash provided by financing activities of approximately $2.4 million, net of issuance costs, for the ~~nine~~three months ended ~~January~~July 31, ~~2020~~2019, due to the issuance of Series F Preferred Stock and warrants as compared to no issuances of preferred stock or warrants during the ~~nine~~three months ended ~~January~~July 31, ~~2019. Net cash of approximately $179,000, net of offering costs, was provided by issuance of common stock during the nine months ended January 31, 2019.~~2020.

As of ~~January~~July 31, 2020, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

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

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to valuation of mineral rights, stock-based compensation, the assumptions used to fair value of common and preferred stock, valuation of warrants, asset retirement obligations, and the valuation of deferred tax assets and liabilities.

Stock-based compensation is accounted for based on the requirements of Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505, “Equity—Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third parties, compensation expense is determined at the measurement date, which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

In June 2018, the FASB issued Accounting Standards Update 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than adoption of ASC 606. We chose to early adopt ASU 2018-07 in July 2018. The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

Costs of leasing, exploring, carrying and retaining unproven mineral lease properties are expensed as incurred. We expense all mineral exploration costs as incurred as we are still in the exploration stage. If we identify proven and probable reserves in our investigation of our properties and upon development of a plan for operating a mine, we would enter the development stage and capitalize future costs until production is established.

When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. We assess the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of Long-Lived Assets”, and evaluate its carrying value under ASC 930-360, “Extractive Activities—Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value.

ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

Leases to explore for or use of natural resources are outside the scope of ASU 2016-02 “Leases”.

As a smaller reporting company, we are not required to include disclosure under this item.

At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the our President 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 President and Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.

While present in our design of internal controls, our internal controls over financial reporting and disclosure are not written; however, the operation of many controls are in place and are applied on a consistent basis. Company personnel perform controls standard to: 1) approve all Company expenditures, 2) approve and sign contractual obligations, 3) reconcile bank accounts and other general ledger accounts, and 4) many other similar rudimentary controls applied as best practice. However, we have concluded that due to the Company’s small size and limited personnel available to perform control functions, the Company is precluded from applying adequate segregation of duties in financial transactions. These are material weaknesses common to companies of similar size and staffing in our industry. We expect these material weakness conditions to continue for the foreseeable future, or until significant Company growth results in additional personnel to perform financial functions.

During the three months ended ~~January~~July 31, 2020, management determined that athe delay of its program for compliance with the Sarbanes-Oxley Act of 2002 ~~was~~and the 2013 COSO Framework continued to be necessary to conserve cash in our current financial condition. There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting; however, management has determined that for the sake of transparency and conservancy, it cannot state that internal controls over financial reporting are effective at this time.

From time to time we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

Except as follows and as supplemented by the Risk Factors disclosed ~~in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, which was filed with the Commission on September 16, 2019,~~below, there were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, ~~2019.~~2020. For more information concerning our risk factors, please see “Item 1A. Risk Factors” in our Form ~~10-K.~~10-K, filed with the Securities and Exchange Commission on July 13, 2020.

Our activities may be adversely affected by unforeseeable and unquantifiable health risks, such as ~~Coronavirus,~~the COVID-19 pandemic, whether those effects are local, nationwide or global. Matters outside our control may prevent us from executing on our exploration programs, limit travel of Company representatives, adversely affect the health and welfare of Company personnel or prevent important vendors and contractors from performing normal and contracted activities.

~~While we do not~~In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent months. The ongoing COVID-19 pandemic has and may continue to adversely impact the Company’s business, as its operations are based in ~~countries currently identified as high-risk~~and rely on third parties located in areas ~~for illness or pandemic, such as Coronavirus (COVID-19),~~affected by the pandemic.

The risks to the Company related to contagious disease, or policies implemented by governments to protect against the spread of a disease, are unforeseeable and unquantifiable by us. ~~We,~~The COVID-19 pandemic has prevented the Company, or ~~our~~its people, investors, contractors or stakeholders, ~~may be prevented~~ from free cross-border travel or normal attendance to activities in conducting ~~Company~~its business at trade shows, presentations, meetings or other activities meant to promote or execute ~~our~~its business strategy and transactions. ~~We may be~~In addition, the Company has been prevented from receiving goods or services from contractors. Decisions beyond ~~our~~the Company’s control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect ~~our~~its ability to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished without such limitations. Such government-imposed precautionary measures related to the COVID-19 may have been relaxed in certain states, but there is no assurance that more strict measures will be put in place again due to a resurgence in COVID-19 cases. There can be no assurance that the Company and its personnel may travel and access property freely in the near future.

O~~ur failure~~Furthermore, the Company uses a variety of outsourced contractors to ~~meet~~execute our exploration programs. Drilling contractors need to be able to access our projects and insure social distancing recommended safety standards. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. There is still uncertainty and lack of clarity with regards to travel restrictions and future State openings in Wyoming and Nevada. The Company continues to monitor the ~~continued listing requirements~~overall situation closely, with safety of ~~The Nasdaq Capital Market could result~~its employees and contractors our top priority. There are no assurances that material exploration activities can take place in ~~a delisting of our common stock.~~2020.

The COVID-19 pandemic has brought tremendous uncertainty to the global financial markets. As ~~previously reported,~~an exploration company with no revenues, the Company is reliant on ~~November 7, 2019, we received a letter from the Listing Qualifications Department~~constantly raising additional capital to fund its operations. A continuation or worsening of the ~~Nasdaq Stock Market (“Nasdaq”) indicating that, based upon~~levels of market disruption and volatility seen in the ~~closing bid price~~recent past could have an adverse effect on its ability to access capital, on its business, results of our common stock for the 30 consecutive business day period between September 26, 2019, through November 6, 2019, we did not meet the minimum bid price of $1.00 per share required for continued listingoperations and financial condition, and on The Nasdaq Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until May 5, 2020 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

In order to regain compliance with Nasdaq’s minimum bid price requirement, our common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event that we do not regain compliance by the end of the Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of our publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our common stock will be subject to delisting.

~~To resolve the noncompliance, we may consider available options including a reverse stock split, which may not result in a permanent increase in~~ the market price of ~~our~~the Company’s common ~~stock, which is dependent~~stock. There are no assurances we will be able to raise additional capital on ~~many factors, including general economic, market and industry conditions and other factors detailed from time to time~~favorable terms in the ~~reports we file~~foreseeable future.

The COVID-19 pandemic can cause potential disruptions with several of its outsourced consultants and professionals which the ~~Commission. It is not uncommon~~Company relies on to execute its business. The Company’s outsourced accountants, financial advisors, auditors, legal counsel, employees and Board have all experienced disruptions due to travel restrictions and remote working conditions. This has the potential to cause delays to current and future financial filings. The Company has taken steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19. The Company has implemented work from home policies where appropriate. The Company will continue to monitor developments affecting both its workforce and contractors, and will take additional precautions that management determines are necessary in order to mitigate the impacts.

In addition, the economic disruptions caused by COVID-19 could also adversely impact the impairment risks for ~~the market price~~certain long-lived assets and equity method investments. We evaluated these impairment considerations and determined that no such impairments occurred as of ~~a company’s shares to decline in the period following a reverse stock split.~~July 31, 2020.

Although we expect to take actions intended to restore our compliance with the listing requirements, we can provide no assurance that any action taken by us would be successful, or that any such action would stabilize the market price or improve the liquidity of our common stock. Should a delisting occur, a stockholder would likely find it significantly more difficult to dispose of, or to obtain accurate quotations as to the value of our common stock, and our ability to raise future capital through the sale of our common stock could be severely limited.

Other than as set forth below, there were no sales of unregistered securities during the quarter ended ~~January~~July 31, 2020 that were not previously reported on a Current Report on Form 8-K. None of the following transactions involved any underwriters, underwriting discounts or commissions. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access sufficient information about us to make an informed investment decision. The sales of these securities were made without any general solicitation or advertising. Each of the issuances set forth below was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder as a transaction not involving a public offering.

On ~~September 18, 2019,~~ April 30, 2020, the Compensation Committee of the Board ~~of Directors~~ awarded ~~five~~four directors of the Company an aggregate of ~~250,000~~1,875 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant.The ~~Company recognized stock-based compensation~~total 1,875 shares of ~~$257,500~~restricted stock had a fair value of $9,581, or ~~$1.03~~$5.11 per share, based on the quoted trading price on the date of ~~grant.~~grant, which was fully vested and expensed immediately. These shares were issued on May 5, 2020.

On July 31, 2020, the Compensation Committee of the Board awarded four directors of the Company an aggregate of 1,875 shares of restricted stock pursuant to respective restricted stock award agreements. The shares of restricted stock vested immediately on the date of grant. The total 1,875 shares of restricted stock had a fair value of $15,244, or $8.13 per share, based on the quoted trading price on the date of grant, which was fully vested and expensed immediately. At the date of this report, these shares have not yet been issued.

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended ~~January~~July 31, 2020, we and our properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada		22-1831409
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1910 E. Idaho Street, Suite 102-Box 604, Elko, NV		89801
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		USAU		Nasdaq Capital Market

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of ~~January~~July 31, 2020 (Unaudited) and April 30, ~~2019~~2020	4
	Condensed Consolidated Statements of Operations for the Three ~~and Nine months~~Months ended ~~January~~July 31, 2020 and 2019 (Unaudited)	5
	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity for the Three ~~and Nine months~~Months ended ~~January~~July 31, 2020 and 2019 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the ~~Nine months~~Three Months ended ~~January~~July 31, 2020 and 2019 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2320
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and use of Proceeds	2829
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	2930
Signature Page		31

							July 31,			April 30,
							2020			2020
	January 31, 2020			April 30, 2019
ASSETS
CURRENT ASSETS:
Cash	$	1,206,044		$	2,197,181		$	1,737,047		$	2,749,957
Income tax receivable								219,072			219,072
Prepaid expenses and other current assets		545,559			613,261			388,715			212,718

Total current assets		1,751,603			2,810,442			2,344,834			3,181,747

NON - CURRENT ASSETS:
Property, net		68,307			74,929			129,171			133,371
Reclamation bond deposit		355,556			339,447			377,556			355,556
Mineral rights		6,163,559			4,176,952			6,163,559			6,163,559

Total non - current assets		6,587,422			4,591,328			6,670,286			6,652,486

Total assets	$	8,339,025		$	7,401,770		$	9,015,120		$	9,834,233

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	60,376		$	112,303		$	185,810		$	154,381
Accounts payable - related parties		17,603			42,539			34,497			3,459
Accrued liabilities		-			5,367

Total current liabilities		77,979			160,209			220,307			157,840

LONG- TERM LIABILITIES
Asset retirement obligation		95,412			88,746			172,452			168,392

Total liabilities		173,391			248,955			392,759			326,232

Commitments and Contingencies

STOCKHOLDERS’ EQUITY :
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 50,000,000 authorized
Convertible Series F Preferred stock ($0.001 Par Value; 1,250 Shares Authorized; 270 and none issued and outstanding as of January 31, 2020 and April 30, 2019; liquidation preference of $540,000)		-			-
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized;24,439,478 and 19,860,625 shares issued and outstanding as of January 31, 2020 and April 30, 2019)		24,439			19,861
Convertible Series F Preferred stock ($0.001 Par Value; 1,250 Shares Authorized; none issued and outstanding as of July 31, 2020 and April 30, 2020)								-			-
Convertible Series G Preferred stock ($0.001 Par Value; 127 Shares Authorized; none and 57 issued and outstanding as of July 31, 2020 and April 30, 2020)								-			-
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 2,925,625 and 2,903,393 shares issued and outstanding as of July 31, 2020 and April 30, 2020)								2,926			2,903
Additional paid-in capital		38,913,440			33,408,056			41,164,507			41,093,050
Accumulated deficit		(30,772,245	)		(26,275,102	)		(32,545,072	)		(31,587,952	)

Total stockholders’ equity		8,165,634			7,152,815			8,622,361			9,508,001

Total liabilities and stockholders’ equity	$	8,339,025		$	7,401,770		$	9,015,120		$	9,834,233

	For the Three Months Ended			For the Three Months Ended			For the Nine MonthsEnded			For the Nine MonthsEnded
	January 31, 2020			January 31, 2019			January 31, 2020			January 31, 2019

Net revenues	$	-		$	-		$	-		$	-

Operating expenses:
Compensation and related taxes - general and administrative		591,290			318,771			1,168,736			1,545,967
Exploration costs		62,810			737,164			1,201,559			2,503,277
Professional and consulting fees		407,115			476,604			1,873,501			1,644,607
General and administrative expenses		118,705			102,809			473,343			423,309
Loss (gain) from foreign currency transactions		611			-			(923	)		-

Total operating expenses		1,180,531			1,635,348			4,716,216			6,117,160

Loss before benefit (provision) for income taxes		(1,180,531	)		(1,635,348	)		(4,716,216	)		(6,117,160	)

Benefit (provision) for income taxes		219,073			(438,145	)		219,073			(438,145	)

Net loss		(961,458	)		(2,073,493	)		(4,497,143	)		(6,555,305	)

Deemed dividend related to beneficial conversion feature of series F preferred stock		-			-			(2,022,712	)		-

Net loss applicable to U.S. Gold Corp. common shareholders	$	(961,458	)	$	(2,073,493	)	$	(6,519,855	)	$	(6,555,305	)

Net Loss per common share, basic and diluted	$	(0.04	)	$	(0.11	)	$	(0.29	)	$	(0.36	)

Weighted average common shares outstanding - basic and diluted		24,013,495			18,757,263			22,247,149			18,173,054

	●	our plans to conduct ~~geographic~~geologic surveys and determine the scope of our drilling program during our fiscal year ended April 30, ~~2020,~~2021,
	●	the impact of COVID-19 on our business and exploration activities,
	●	our ability to ~~regain and~~ maintain compliance with the ~~Nasdaq~~NASDAQ Capital Market’s listing standards,

	●	the conclusions of additional exploration programs and related studies,

	●	expectations and the timing and budget for exploration and future exploration of our properties,

	●	our planned expenditures during our fiscal year ended April 30, ~~2020~~2021 and future periods,

	●	our estimates of the cost of future permitting changes and additional bonding requirements,

	●	future exploration plans and expectations related to our properties,

	●	our ability to fund our business with our current cash reserves based on our currently planned activities,

	●	our expected cash needs and the availability and plans with respect to future financing,

	●	statements concerning our financial condition,

	●	our anticipation of future environmental and regulatory impacts,

	●	our business and operating strategies, and

	●	statements related to operating and legal risks.

	For the Three Months			For the Three Months
	Ended			Ended
	July 31, 2020			July 31, 2019

Net revenues	$	-		$	-

Operating expenses:
Compensation and related taxes - general and administrative		194,273			287,082
Exploration costs		74,348			195,393
Professional and consulting fees		550,800			644,073
General and administrative expenses		137,699			182,051

Total operating expenses		957,120			1,308,599

Loss before benefit (provision) for income taxes		(957,120	)		(1,308,599	)

Benefit (provision) for income taxes		-			-

Net loss		(957,120	)		(1,308,599	)

Deemed dividend related to beneficial conversion feature of preferred stock		-			(2,022,712	)

Net loss applicable to U.S. Gold Corp. common shareholders	$	(957,120	)	$	(3,331,311	)

Net Loss per common share, basic and diluted	$	(0.33	)	$	(1.65	)

Weighted average common shares outstanding - basic and diluted		2,916,670			2,015,365

	Preferred Stock - Series F						Common Stock						Additional						Total
	$0.001 Par Value						$0.001 Par Value						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity

Balance, May 1, 2019		-		$	-			19,860,625		$	19,861	#	$	33,408,056		$	(26,275,102	)	$	7,152,815

Issuance of preferred stock and warrants for cash, net of offering cost		1,250			1			-			-			2,401,201			-			2,401,202

Conversion of preferred stock into common stock		(616	)		-			1,080,707			1,080			(1,080	)		-			-

Issuance of common stock for services		-			-			21,534			21			24,979			-			25,000

Issuance of common stock for accrued services		-			-			10,684			11			12,489			-			12,500

Stock options granted for services		-			-			-			-			52,214			-			52,214

Stock-based compensation in connection with restricted common stock unit grants		-			-			-			-			52,682			-			52,682

Cancellation of common stock		-			-			(85,000	)		(85	)		85			-			-

Net loss		-			-			-			-			-			(1,308,599	)		(1,308,599	)

Balance, July 31, 2019		634			1			20,888,550			20,888	#		35,950,626			(27,583,701	)		8,387,814

Conversion of preferred stock into common stock		(364	)		(1	)		638,596			639			(638	)		-			-

Issuance of common stock in connection with the share exchange agreement		-			-			2,000,000			2,000			2,018,000			-			2,020,000

Stock options granted for services		-			-			-			-			52,213			-			52,213

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-			-			335,000			335			392,763			-			393,098

Net loss		-			-			-			-			-			(2,227,086	)		(2,227,086	)

Balance, October 31, 2019		270			-			23,862,146			23,862	#		38,412,964			(29,810,787	)		8,626,039

Issuance of common stock for services		-			-			503,609			503			418,195			-			418,698

Issuance of common stock for accrued services		-			-			17,936			18			14,385			-			14,403

Stock options granted for services		-			-			-			-			40,357			-			40,357

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-			-			55,787			56			27,539			-			27,595

Net loss		-			-			-			-			-			(961,458	)		(961,458	)

Balance, January 31, 2020		270		$	-			24,439,478		$	24,439	#	$	38,913,440		$	(30,772,245	)	$	8,165,634

	Preferred Stock - Series F				Preferred Stock - Series G					Common Stock				Additional						Total
	$0.001 Par Value				$0.001 Par Value					$0.001 Par Value				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Equity

Balance, April 30, 2020		-	$	-		57		$	-		2,903,393	$	2,903	$	41,093,050		$	(31,587,952	)	$	9,508,001

Conversion of preferred stock into common stock		-		-		(57	)		-		20,357		21		(21	)		-			-

Stock options granted for services		-		-		-			-		-		-		51,262			-			51,262

Stock-based compensation in connection with restricted common stock award grants and restricted common stock unit grants		-		-		-			-		1,875		2		20,216			-			20,218

Net loss		-		-		-			-		-		-		-			(957,120	)		(957,120	)

Balance, July 31, 2020		-	$	-		-		$	-	$	2,925,625	$	2,926	$	41,164,507		$	(32,545,072	)	$	8,622,361

	For the Nine Months			For the Nine Months
	Ended			Ended
	January 31, 2020			January 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,497,143	)	$	(6,555,305	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		6,622			4,602
Accretion		6,666			4,854
Stock based compensation		1,061,857			1,333,574
Amortization of prepaid stock based expenses		145,210			183,226
Deferred income taxes		-			438,145
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(77,508	)		244,542
Reclamation bond deposit		(16,109	)		(254,019	)
Accounts payable		(177,597	)		(60,311	)
Accounts payable - related parties		1,967			29,089
Accrued liabilities		(5,367	)		-

NET CASH USED IN OPERATING ACTIVITIES		(3,551,402	)		(4,631,603	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds received in connection with the share exchange agreement		159,063			-

NET CASH PROVIDED BY INVESTING ACTIVITIES		159,063			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of preferred stock and warrants, net of issuance cost		2,401,202			-
Issuance of common stock, net of offering costs		-			178,872

NET CASH PROVIDED BY FINANCING ACTIVITIES		2,401,202			178,872

NET DECREASE IN CASH		(991,137	)		(4,452,731	)

CASH - beginning of period		2,197,181			7,646,279

CASH - end of period	$	1,206,044		$	3,193,548

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Increase in asset retirement obligation	$	-		$	81,885
Issuance of common stock for accrued services	$	26,903		$	12,500
Deemed dividends - Series F preferred stock	$	2,022,712		$	-
Issuance of common stock in connection with the share exchange agreement	$	2,020,000		$	-
Assumption of liabilities in connection with the share exchange agreement	$	125,670		$	-
Increase in mineral properties in connection with the share exchange agreement	$	1,986,607		$	-
Issuance of common stock for prepaid services	$	-		$	174,616

	July 31, 2019 As Previously Reported			Reclassification			As Reclassified
Additional Paid-in Capital	$	37,973,338		$	(2,022,712	)	$	35,950,626
Accumulated Deficit		(29,606,413	)		2,022,712			(27,583,701	)
Total Equity	$	8,387,814		$	-		$	8,387,814

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Cash	$	159,063
Mineral property – Maggie Creek		1,986,607
Total assets acquired at fair value		2,145,670
Total Liabilities assumed at fair value		(125,670	)
Total purchase consideration	$	2,020,000

	January 31, 2020			April 30, 2019
		(unaudited)					July 31, 2020			April 30, 2020
Site costs	$	81,885		$	81,885		$	151,057		$	151,057
Less: accumulated depreciation		(13,578	)		(6,956	)		(21,886	)		(17,686	)
Total	$	68,307		$	74,929		$	129,171		$	133,371

	July 31, 2020		April 30, 2020

Balance, beginning of period	$	168,392	$	88,746
Addition and changes in estimates		-		69,172
Accretion expense		4,060		10,474
Balance, end of period	$	172,452	$	168,392

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at April 30, 2020		100,000	$	14.31		2.87
Granted		-		-		-
Exercised		—		—		—
Forfeited		-		-		—
Cancelled		—		—		—
Balance at July 31, 2020		100,000		14.31		2.63

Options exercisable at end of period		76,667	$	14.49
Options expected to vest		23,333	$	13.69
Weighted average fair value of options granted during the period			$	-

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at April 30, 2019		1,456,458		$	1.80		3.29
Granted		50,000			0.81		9.82
Exercised		—			—		—
Forfeited		(506,458	)		2.44		—
Canceled		—			—		—
Balance at January 31, 2020		1,000,000		$	1.43		3.11

Options exercisable at end of period		741,666		$	1.46
Options expected to vest		258,334		$	1.34
Weighted average fair value of options granted during the period				$	—

	Warrants Issued During the Nine Months Ended January 31, 2020
Expected volatility		46% - 74	%
Stock price on date of grant	$	1.14
Exercise price	$	1.14
Expected dividends		-
Expected term (in years)		0.5 - 5
Risk-free rate		1.77% - 2.11	%
Expected forfeiture rate		0	%

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Warrants with no Class designation:
Balance at April 30, 2019		1,702,359		$	3.12		2.25
Granted		—			—		—
Exercised		—			—		—
Forfeited		—			—		—
Canceled		—			—		—
Balance at January 31, 2020		1,702,359			3.12		1.49
Class A Warrants:
Balance at April 30, 2019		—			—		—
Granted		2,193,750			1.14		5.00
Exercised		—			—		—
Forfeited		—			—		—
Canceled		—			—		—
Balance at January 31, 2020		2,193,750			1.14		4.46
Class X Warrants:
Balance at April 30, 2019		—			—		—
Granted		1,097,500			1.14		0.50
Exercised		—			—		—
Forfeited, with no financial effect		(1,097,500	)		1.14		—
Canceled		—			—		—
Balance at January 31, 2020		-			-		-

Class Y Warrants:
Balance at April 30, 2019	—		—	—
					Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Warrants with no Class designation:
Balance at April 30, 2020						527,378	$	14.83		3.73
Granted	—		—	—		—		—		—
Exercised	—		—	—		—		—		—
Forfeited	—		—	—		—		—		—
Canceled	—		—	—		—		—		—
Balance at January 31, 2020	—		—	—
Warrant Outstanding at January 31, 2020	3,896,109	$	2.01	3.17

Balance at July 31, 2020						527,378		14.83		3.48
Class A Warrants:
Balance at April 30, 2020						219,375		11.40		4.22
Granted						—		—		—
Exercised						—		—		—
Forfeited						—		—		—
Canceled						—		—		—
Balance at July 31, 2020						219,375		11.40		3.97
Total Warrants Outstanding at July 31, 2020						746,753	$	13.82		3.62
Warrants exercisable at end of period	3,896,109	$	2.01			389,611	$	20.07
Weighted average fair value of warrants granted during the period		$	0.52				$	—

	Three and Nine Months Ended January 31, 2020		Three and Nine Months Ended January 31, 2019		July 31, 2020		July 31, 2019
Common stock equivalents:
Preferred stock		473,684		-		-		-
Restricted stock units		349,691		524,500		32,500		111,228
Stock options		1,000,000		1,456,458		100,000		136,895
Stock warrants		3,896,109		1,702,359		746,753		499,360
Total		5,719,484		3,683,317		879,253		747,483

FOB Mine Value per Ton	Percentage Royalty
$00.00 to $50.00		5	%
$50.01 to $100.00		7	%
$100.01 to $150.00		9	%
$150.01 and up		10	%

Fiscal 2021	$	2,240	$	2,240
Fiscal 2022		2,240		2,240
Fiscal 2023		2,240		2,240
Fiscal 2024 and thereafter		960
Fiscal 2024				960
	$	7,680	$	7,680

First agreement year	$	100,000	$	0
Second agreement year		200,000		300,000
Third agreement year		500,000		500,000
Fourth agreement year		700,000		700,000
Fifth agreement year		1,000,000		1,000,000
Sixth agreement year		1,000,000		1,000,000
Seventh agreement year		1,000,000		1,000,000
	$	4,500,000	$	4,500,000

Cash – US Dollars	$	2,500,000
Intangible assets – (mineral rights) Challis Gold Project		10,249,632
Total assets acquired at fair value		12,749,632
Total Liabilities assumed at fair value – US Dollars		(108,652	)
Total purchase consideration	$	12,640,980

	●	On ~~November 12, 2019,~~May 13, 2020, we announced the results of ~~our 2019 Keystone exploration program, including~~a district-wide gravity survey at the Maggie Creek Project. The results ~~of assays on hole KEY 19-05rc. Hole KEY19-05rc was drilled~~are being interpreted in ~~a previously undrilled target area called Nina Skarn. The hole intersected thick, continuous gold mineralization and will be~~conjunction with all the ~~focus of future Keystone follow-up exploration efforts.~~ prior historic drilling.
	●	~~On November 21, 2019, we announced a new Maggie Creek section on our website with a link to a Maggie Creek presentation.~~
	●	On ~~December 9, 2019,~~May 20, 2020, we announced our Proposed 2020 Keystone exploration plans. These plans remain subject to refinement and to acquiring the necessary budget to execute them.

	●	On May 26, 2020, we announced the ~~formation of~~intention to advance our CK Gold Project (formerly known as Copper King) from the Preliminary Economic Assessment (“PEA”) level to a ~~Strategic Advisory Board.~~Preliminary Feasibility Study (“PFS”).

	January 31, 2020		April 30, 2019		Increase (Decrease)			July 31, 2020		April 30, 2020		Increase (Decrease)
Current Assets	$	1,751,603	$	2,810,442	$	(1,058,839	)	$	2,344,834	$	3,181,747	$	(836,913	)
Current Liabilities	$	77,979	$	160,209	$	(82,230	)	$	220,307	$	157,840	$	62,467
Working Capital	$	1,673,624	$	2,650,233	$	(976,609	)	$	2,124,527	$	3,023,907	$	(899,380	)

Exhibit No		Description

~~2.1#~~3.1		~~Agreement and Plan~~Certificate of ~~Merger dated June 13, 2016 by and between Dataram Corporation, Dataram Acquisition Sub, Inc., U.S. Gold Corp. and Copper King LLC.~~Designations of Series H Convertible Preferred Stock. Incorporated by reference from Exhibit ~~10.1~~3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on ~~June~~August 13, ~~2016.~~2020.

~~2.2#~~3.2		~~Amended~~Certificate of Designations of Series I Convertible Preferred Stock. Incorporated by reference from Exhibit 3.2 to a Current Report on Form 8-K filed with the Securities and ~~Restated~~ Exchange Commission, SEC file number 001-08266, on August 13, 2020.
4.1		Form of Warrant. Incorporated by reference from Exhibit 4.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.
10.1		Agreement and Plan of Merger, dated ~~July 29, 2016~~as of August 10, 2020, by and ~~between Dataram Corporation, Dataram~~among the Company, Acquisition ~~Sub, Inc.~~Corp., ~~U.S. Gold Corp.~~Northern Panther and ~~Copper King LLC.~~the Stockholder Representative named therein. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August ~~2, 2016.~~13, 2020.

~~2.3#~~		Second Amended and Restated Agreement and Plan of Merger dated September 14, 2016 by and between Dataram Corporation, Dataram Acquisition Sub, Inc., U.S. Gold Corp. and Copper King LLC. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on September 15, 2016.

~~2.4#~~		Third Amended and Restated Agreement and Plan of Merger dated November 28, 2016 by and between Dataram Corporation, Dataram Acquisition Sub, Inc., U.S. Gold Corp. and Copper King LLC. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on November 29, 2016.

~~2.5#~~		Articles of Merger as filed with the Nevada Secretary of State on May 23, 2017. Incorporated by reference from Exhibit 3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 26, 2017.

~~3.1~~		Certificate of Designations of 0% Series F Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019.

~~4.1~~		~~Form of Class X Warrant Certificate. Incorporated by reference from Exhibit 4.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019.~~

~~4.2~~		~~Form of Class Y Warrant Certificate. Incorporated by reference from Exhibit 4.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019.~~

~~4.3~~		~~Form of Class A Warrant Certificate. Incorporated by reference from Exhibit 4.3 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019.~~

~~10.1~~		Share Exchange Agreement, dated September 10, 2019, by and among the Company, 2637262 Ontario Inc. and all of the shareholders of 2637262 Ontario Inc. Incorporated by reference from Exhibit 10.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2019.

10.2		~~U.S. Gold Corp 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.1 to a Current Report on~~ Form ~~8-K filed with the Securities and Exchange Commission on September 24, 2019.~~

~~10.3~~		~~Restricted Stock Unit Award Agreement, dated as~~ of ~~September 18, 2019, by and between Edward Karr and U.S. Gold Corp.~~Leak-Out Agreement. Incorporated by reference from Exhibit 10.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on ~~September 24, 2019.~~August 13, 2020.

~~10.4~~10.3		~~Restricted Stock Unit Award~~Securities Purchase Agreement, dated as of ~~September 18, 2019,~~August 10, 2020, by and ~~between David Rector~~among the Company and ~~U.S. Gold Corp.~~the Purchasers signatory thereto. Incorporated by reference from Exhibit 10.3 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on ~~September 24, 2019.~~August 13, 2020.
10.4		Form of Company Stockholder Agreement. Incorporated by reference from Exhibit 10.4 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.
10.5		Form of ~~Restricted Stock Unit Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan.~~Northern Panther Stockholder Agreement. Incorporated by reference from Exhibit 10.5 to a Current Report on Form ~~10-Q~~8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on ~~December 16, 2019.~~August 13, 2020.

~~10.6~~10.6*		~~Form~~Employment Letter, dated as of ~~Restricted Stock Award Agreement under~~August 10, 2020, by and between the ~~U.S. Gold Corp. 2020 Stock Incentive Plan.~~Company and George Bee. Incorporated by reference from Exhibit 10.6 to a Current Report on Form ~~10-Q~~8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on ~~December 16, 2019.~~

~~10.7~~		Form of Nonqualified Stock Option Award Agreement under the U.S. Gold Corp. 2020 Stock Incentive Plan. Incorporated by reference from Exhibit 10.7 to Form 10-Q filed with the Securities and Exchange Commission on December 16, 2019.August 13, 2020.

31(a)		Rule 13a-14(a) Certification of Edward M. Karr.

31(b)		Rule 13a-14(a) Certification of Ted R. Sharp.

32(a)		Section 1350 Certification of Edward M. Karr (furnished not filed).

32(b)		Section 1350 Certification of Ted R. Sharp (furnished not filed).

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

#	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. U.S. Gold Corp. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
*	Management Contract or Compensatory Plan or Arrangement.

	U.S. GOLD CORP.

Date: ~~March 12,~~September 11, 2020	By:	/s/ Edward M. Karr
		Edward M. Karr
		~~President and~~ Chief Executive Officer
		(Principal Executive Officer)

Date: ~~March 12,~~September 11, 2020	By:	/s/ Ted R. Sharp
		Ted R. Sharp
		Principal Financial and Accounting Officer