Form 8-K

8-K — U.S. GOLD CORP.

Accession: 0001493152-26-015086

Filed: 2026-04-03

Period: 2026-03-31

CIK: 0000027093

SIC: 1000 (METAL MINING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex99-1_003.jpg)

GRAPHIC (ex99-1_004.jpg)

GRAPHIC (ex99-1_005.jpg)

GRAPHIC (ex99-1_006.jpg)

GRAPHIC (ex99-1_007.jpg)

GRAPHIC (ex99-1_008.jpg)

GRAPHIC (ex99-1_009.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0000027093

2026-03-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 31, 2026

U.S.

GOLD CORP.

(Exact

name of registrant as specified in its charter)

Nevada

001-08266

22-1831409

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1910

E. Idaho Street, Suite 102-Box 604, Elko, NV 89801

(Address

of principal executive offices) (Zip Code)

(800)

557-4550

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 Par Value

USAU

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

7.01. Regulation FD

March 31, 2026, U.S. Gold Corp. (the “Company”) issued a press release announcing results from its Feasibility Study for

the development of its wholly-owned CK Gold Project. A copy of the press release is furnished with this Current Report on Form 8-K as

Exhibit 99.1.

The

information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated March 31, 2026*

104

Cover

Page Interactive Data File (embedded within Inline XBRL document)

The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant

to Regulation FD.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

U.S.

GOLD CORP.

(Registrant)

/s/

Eric Alexander

Eric

Alexander

Chief

Financial Officer

Date:

April 3, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

NASDAQ:

USAU

March

31, 2026

www.usgoldcorp.com

U.S.

GOLD CORP. DELIVERS ROBUST FEASIBILITY STUDY FOR CK GOLD PROJECT HIGHLIGHTING ATTRACTIVE ECONOMICS AND DETAILING RELATIVE LOW DEVELOPMENT

RISK

Cheyenne,

Wyoming – U.S. Gold Corp. (“US Gold” or the “Company”) (NASDAQ: USAU) is pleased to announce the results

of its Feasibility Study (the “FS”) for the development of its wholly-owned CK Gold Project (“CK” or the “Project”),

located in southeast Wyoming 20-mile from Cheyenne.

U.S.

Gold Commentary on 2026 CK Gold Project Feasibility Study Highlights:

●

Solid

Project returns: After-tax net present value (“NPV”) 5% of $632 million (“M”) and 27% after-tax internal

rate of return (“IRR”) using base case metal prices of $3,250 per ounce (“/oz”) gold (“Au”),

$4.50/lb copper (‘Cu”), and $40/oz silver (“Ag”); After-tax NPV(5) of $1.30 billion (“B”)

and 45% after-tax IRR using recent spot metal prices of $4,500/oz Au, $5.50/lb Cu and $70/oz Ag.

●

Fully

permitted: All required permits to begin construction are in-hand. $5M reclamation bond in place to cover first year of planned

construction.

●

Initial

11-yr mine-life: Current fully permitted mine plan focused on 1.6 million1 (“Moz”) of contained gold equivalent

(“AuEq”) ounces, as stated in Mineral Reserves.

●

Attractive

production profile focused on early higher grades: After 1 year of ramp up, average sales of 102 thousand ounces (“koz”)

AuEq from year 2 to 8, with average life of mine (“LOM”) sales of 85 koz AuEq at total cash costs of $1,748/oz AuEq.

Ore body shows low LOM strip ratio of 0.89:1 with minimal pre-stripping.

●

Simple,

robust, financeable Project: Total initial capital cost of $394 M (excludes $28 M of preproduction owners’ cost and includes

contingency of $47 million) and sustaining capital of $35 M over the LOM; well understood regulatory jurisdiction with stability

and an exceptional location for infrastructure, manpower and support services.

●

Competitive

Project metrics3: Base case post tax NPV-to-capex ratio of 1.6 and payback of 2.5 years; spot price NPV-to-capex

ratio and payback improve to 3.3 and 1.6 years, respectively.

●

Strong

free cash-flow profile in early years2: Excellent profitability after initial ramp up at beginning of mine

life; Year 2-8 average after-tax free cash flow of $160 M; continuation into additional resources and further anticipated resource

extensions at depth.

●

Simple,

compact Project layout and processing: ~80-acre open pit is the source of ore

and waste rock to mine facilities all within a 1.5-mile haul. The ore is fed to a primary

crusher or low-grade stockpile. Primary crushed ore is ground in a semi-autogenous grinding

(SAG) - ball mill comminution circuit prior to flotation, regrind of rougher concentrate

before final flotation to produce a clean gold rich copper concentrate. Dry-stack tailings

enhance the most efficient use of water.

●

Significant

benefits to State and local communities: Excellent local support for Project development built upon years of engagement and 2.1%

royalty payments earmarked for grades K-12 education; an average of 198 direct permanent jobs are expected to be created at CK.

●

cultural impacts revealed: The surrounding land was settled as the railroad developed 3-miles to the south of the Project in

the 1860’s. The State mineral and surface leases are surrounded by ranch land currently operated by the fifth generation of

the original owners. Archaeological surveys have identified no significant artifacts or sites in the Project area.

●

Significant

scarcity value: CK is one of the few fully permitted large-scale precious metals projects in the U.S. at the Feasibility Study

level and is actively being advanced.

●

Visibility

on short and long-term growth: Significant measured and indicated resource material has been excluded from the initial mine plan

to avoid impacting a dry drainage channel. With known resources at depth, mine expansion at depth and along strike will be the focus

of future plans and expansion to the permitted activity; CK is one of the few permitted undeveloped gold and copper resources in

the U.S. with a discernable pathway to expansion.

●

Aggregate

Potential: Additional revenue from aggregate production has largely been excluded from the feasibility study. Anticipate increased

aggregate sales into the Rocky Mountain region as the gold and copper mine progresses.

●

Reclamation

Savings: Potential to reduce reclamation costs as the city and state consider the use of the ultimate pit as recreation and water

reservoir.

●

Excellent

timing: With the FS now complete and full permits in hand, the Project is positioned to advance in a current gold–copper-silver

price environment that is one of the strongest in history, supported by favorable U.S. sentiment toward domestic production and mineral

security tailwinds.

(1)

Gold equivalent calculated using mineral reserve reporting

criteria metal prices: $2,100/oz Au, $4.10/lb Cu and $27/oz Ag See this news release for metal grades, recoveries and tons.

(2)

See Cautionary Note Regarding Non-GAAP Financial Measures.

(3)

NPV-to-capex ratio calculated as after-tax Project NPV5% divided

by total initial capital cost.

George

Bee, President, CEO and Director of US Gold commented: “The Feasibility Study is the culmination of 5-years of work to engineer

and permit a U.S. domestic project ready for immediate development. CK is one of the most compelling, resilient, and capital-efficient

copper-gold-silver projects in the U.S. ready for development. The FS outlines a technically simple, low risk, phased development with

outstanding economics, including a rapid 2.5-year payback, strong early free cash flow profile, and a relatively modest capex and reasonable

NPV-to-capex ratio. Importantly, the FS is delivered with all permits in hand at an opportune time. While the FS reflects an 11-year

plan followed by closure, it represents only the beginning for CK. The Project also hosts a considerable mineral resource beyond the

current mine, offering expansion opportunities that remain open, and a multi-decade opportunity to provide rock aggregate to the local

market and beyond.

The

feasibility-level engineering, metallurgy, and capital and operating costing have been conducted with a view to continuing into a smooth

transition to detailed engineering and Project execution once Project financing is secured. With permits already in place, delivery of

the FS allows interested parties to assess the Project from a number of avenues for Project financing including debt, equity, off-take

and other vehicles to secure the initial capital. With a manageable capex quantum, relatively low execution risk, advancing CK provides

the Company with the ability to generate long-term value for our shareholders, the State or Wyoming, and the communities in the vicinity

of the Project. CK is expected to support an average workforce of approximately 198 direct high-quality, long-term jobs over the life-of-mine

and beyond. We look forward to providing further updates as the Project progresses with financing and construction in 2026.”

Gold will host a conference call and webcast to discuss the FS on Wednesday, April 1, 2026 at 4:00 PM Eastern Time / 1:00 PM Pacific

Time, featuring a presentation from the senior management team and a live Q&A session. A recording will be available on US Gold’s

corporate website. To register for the webcast, please use the following link (call details are listed below): US Gold Feasibility

Study Webcast

Feasibility

Study Summary

The

FS confirms robust economics for a low-cost, large-scale, conventional open pit feeding a simple copper-gold concentrator process plant,

with competitive operating costs and high rate of return. The FS outlines total production of: 931 koz AuEq over an 11-year operating

mine life (followed by two years of closure), resulting in an average LOM annual production profile of 85 koz AuEq per annum at an AISC

of $1785/oz AuEq. The Project generates an after-tax NPV5% of $632 M with an after-tax IRR of 27% at base case gold, copper

and silver prices of $3,250/oz, $4.50/lb and $40/oz, respectively.

The

Company retained Halyard-Micon International, Inc. (“Halyard”) as lead engineer, along with other engineering consultants,

to complete the FS and prepare a technical report summary in accordance with U.S. Securities and Exchange Commission’s Regulation

S-K, Subpart 1300 disclosure requirements for registrants with material mining operations (“S-K 1300”). The FS is derived

from updated mineral resource estimate effective December 12, 2025. The effective date of the FS is March 30, 2026, and a technical report

summary prepared in accordance with S-K 1300 will be available on the Company’s website and will be filed with the Company’s

next Annual Report on Form 10-K to be filed with the U.S. Securities and Exchange Commission.

Feasibility Study Highlights1

Mining

Total Tonnage Mined (k ton)

140,597

Total Tonnage Moved (includes stockpile and waste rehandle)

163,546

Total Ore Mined (k ton)

74,527

Strip Ratio (Waste: Ore)

0.89

Operating Mine Life (years)

Contained

Contained Gold (koz Au)

1,015

Contained Copper (lbs Cu)

259,880

Contained Silver (koz Ag)

3,031

Contained Gold Equivalent (Moz AuEq)

1.4

Production

Plant Metal Recovery

LOM Average Gold Recovery (%)

71.5 %

LOM Average Copper Recovery (%)

80.6 %

LOM Average Silver Recovery (%)

68.7 %

Payable Metals

LOM Gold Payable (koz Au)

707.2

LOM Copper Payable (klbs)

186,726

LOM Silver Payable (koz Ag)

1,874

LOM Gold Equivalent Payable (koz AuEq)

931

Avg. Annual Gold Payable (koz Au) - Yr 1 to Yr 11

64.3

Avg. Annual Copper Payable (Mlbs) - Yr 1 to Yr 11

Avg. Annual Silver Payable (koz Ag) - Yr 1 to Yr 11

170

Avg. Annual Gold Equivalent Payable (koz AuEq) - Yr 1 to Yr 11

Avg. Annual Gold Payable (koz Au) - Yr 2 to Yr 8

Avg. Annual Copper Payable (Mlbs) - Yr 2 to Yr 8

Avg. Annual Silver Payable (koz Ag) - Yr 2 to Yr 8

189

Avg. Annual Gold Equivalent Payable (koz AuEq) - Yr 2 to Yr 8

102

Costs per Ton

Mining Costs ($/t mined total)

3.88

Mining Costs ($/t processed)

7.33

Processing Costs – including tailings placement ($/t processed)

9.59

G&A Costs ($/t processed)

1.54

Total Site Operating Cost ($/t processed)

18.46

LOM Total

Cash Cost, net-of-copper-silver-by-product ($/oz Au)2

1,007

LOM Total

Cash Cost, co-product ($/oz AuEq)2

1,748

LOM AISC,

net-of-copper-silver by-product ($/oz Au)2

1,094

LOM AISC,

co-product ($/oz AuEq)2

1,814

Capital Expenditure (incl. Contingency)

Initial

Capital – incl. Contingency ($M)3

394

Pre-production Owners Costs ($M)

Sustaining Capital – incl. Contingency ($M)

Reclamation Cost ($M)

Base Case Metal Price Assumptions

Gold Price ($/oz)

3,250

Copper Price ($/lb)

4.50

Silver Price ($/oz)

40.00

Base Case Project Economics

After-Tax IRR (%)

After-Tax NPV5% ($M)

632

Payback Period (years)

2.5

Average

Annual Operating Net Free Cash Flow ($M)2 – Yr 1 to Yr 11

124

LOM Total Net Free Cash Flow ($M) (including capital investment and closure)

967

(1)

Gold

equivalent calculated using net smelter return (“NSR”) value of payable metals at base case metal prices: $3,250/oz Au,

$4.50/lb Cu and $40/oz Ag.

(2)

See

Cautionary Note Regarding Non-GAAP Financial Measures.

(3)

Assumes

contractor mining.

Average Process Recovery

Gold

Silver

Copper

Oxide Ore (11% of total reserve)

67.0 %

60.0 %

25.0 %

Mixed Ore (9% of total reserve)

67.0 %

70.0 %

73.0 %

Sulfide Ore (80% of total reserve)

73.0 %

70.0 %

91.0 %

Gold Project Production and Operating Cost Profile1,2

(1)

Gold

equivalent calculated using NSR value of payable metals at base case metal prices: $3,250/oz Au, $4.50/lb Cu, and $40/oz Ag.

(2)

See

Cautionary Note Regarding Non-GAAP Financial Measures.

Gold Project After-tax Cash Flow Profile (base case)1,2

(1)

Cash

flow profile shown using base case metal prices: $3,250/oz Au, $4.50/lb Cu, and $40/oz Ag.

(2)

See

Cautionary Note Regarding Non-GAAP Financial Measures.

Gold Project After-Tax NPV, IRR and Payback Sensitivity Table

Gold Price

Pre-tax

After Tax

Payback

US$/oz

NPV

IRR

NPV

IRR

(years)

1,500

(126 )

0.0 %

(147 )

0.0 %

15.8

2,000

127

10.2 %

8.5 %

5.6

2,500

380

19.2 %

320

16.8 %

3.8

3,000

633

27.1 %

528

23.8 %

2.9

(Base

Case) 3,250

759

30.7 %

632

27.0 %

2.5

3,500

886

34.3 %

737

30.2 %

2.2

4,000

1,139

41.0 %

946

36.3 %

1.8

4,500

1,392

47.4 %

1,155

42.0 %

1.6

5,000

1,645

53.5 %

1,363

47.4 %

1.4

5,500

1,898

59.4 %

1,569

52.5 %

1.3

6,000

2,151

65.0 %

1,774

57.5 %

1.1

Property

Description, Location and Access

The

Project, within the historic Silver Crown mining district, is located within southeastern Wyoming in Laramie County approximately 20

miles west of Cheyenne, Wyoming’s state capital. The Project is two miles off the paved Happy Jack state road and situated near

U.S. Interstates 80 and 25, a 1.5 hour drive from Denver. The Project is accessed via 4.5-miles of private road east from Laramie County

Road 210.

Gold Project Location Map

Mineral

Resource Estimate

The

current mineral resource estimate for gold, copper, and silver at the Project was previously disclosed in the S-K 1300 Technical Report

Summary for the Project, dated February 10, 2025, which was filed on a Form 8-K dated February 14, 2025. The supporting drillhole database

incorporates data from all US Gold drilling programs, comprising 59 drillholes totaling 60,132 ft, as well as drilling completed by previous

operators. US Gold drilling spans four programs: two holes totaling 2,030 ft in 2017; eight holes totaling 8,090 ft in 2018; 25 holes

totaling 20,449 ft in 2020; and 24 holes totaling 29,562 ft in 2021.

For

the current FS, Mark Shutty, CPG, MAIG, utilized Leapfrog Geo/Edge software (version 2024.1) to construct and update the geological models

of the CK deposit. The constraining pit shell and in-pit resource reporting were completed using MinePlan (version 16.5), incorporating

updated metal prices, operating cost parameters, and metallurgical recovery assumptions, with the underlying geological and grade model

otherwise unchanged from the prior estimate.

The

mineral resource estimate was developed using the following standard procedures:

●

Import

of topographic data to establish a digital terrain model of current surface conditions.

●

Import

and validation of drillhole interval datasets using Leapfrog Geo tools, including review of assay, survey, and density data.

●

Construction

of implicit three-dimensional geological and mineralized domain models using Leapfrog Geo, interpretation of oxidation state based

on visual and geochemical logging, and assignment of bulk density values by domain.

●

Evaluation

and modeling of experimental variograms aligned with observed mineralization trends, establishing anisotropic ranges of sample influence

for grade estimation.

●

3D model with 20 ft x 20 ft x 30 ft block dimensions was defined to accommodate the CK deposit and optimization pit shell while facilitating

the use of a 30’ bench height mining unit.

●

Estimation

and validation of gold, copper, and silver grades within the three-dimensional block model using Ordinary Kriging.

●

Classification

of mineral resources into confidence categories (measured, indicated, and inferred) based on drill spacing, geological continuity,

and estimation quality metrics.

●

Application

of economic and geometric constraints for resource reporting within an optimized pit shell, as described in the accompanying footnotes.

Beginning

in 2020, US Gold facilitated the relogging of all available legacy drill core to ensure consistent interpretation of rock types across

the 2020 and 2021 drilling programs. US Gold’s geologic datasets were used to evaluate samples and construct three-dimensional

geological models in Leapfrog Geo. The primary lithologic model includes Proterozoic granodiorite with varying intensities of potassic

alteration and mylonitic fabrics. Mafic dikes, younger pegmatites, and undifferentiated veins represent smaller volumes within the mineralized

granodiorite domain. Mafic dike bodies were constructed in Leapfrog Geo as discrete volumes; pegmatites and veins were not modeled separately

and were assigned the host rock type, as drilling density is insufficient to model either as throughgoing features. Unmineralized domains

were also modeled, including a metasediment unit east of the Copper King Fault and overlying Quaternary cover.

Metallurgical

testing of mineralized rock indicates that sulfide recovery is a function of oxidation state. During core logging, geologists visually

estimated the oxidation state and categorized it as either oxide, mixed, or sulfide. The oxidation boundary contacts were modeled in

Leapfrog Geo to encompass logged oxidation intervals and modeled structures, resulting in a series of surfaces used to code the block

model.

Raw

gold, copper, and silver assays were evaluated within the resource drillhole database with histogram and probability plots to identify

statistical outliers. These data are generally reflective of a single sample population with few outliers. Outliers were examined to

ensure they were not the result of a database transcription error and were geologically reasonable; the location of high-grade samples

with respect to nearby samples, lithology, and oxidation was reviewed ahead of establishing capping thresholds, which generally occur

at distribution changes noted in the individual metal probability plots. Au is capped at 0.32 oz/t, Cu is capped at 3.0 % and Ag is capped

at 0.58 oz/t resulting in a metal reduction of 0.28%, 0.36% and 1.54% respectively.

Section

showing blocks >0.2 g/t (>0.006 oz/t) AuEq with Nested Resource and Reserve Pit

Mineral

Resources Statement - Inclusive of Reserves

Mass

Gold (Au)

Copper (Cu)

Silver (Ag)

Au Equivalent (AuEq)

Tons (000’s)

Oz (000’s)

oz/st

lbs (millions)

Oz (000’s)

oz/st

Oz (000’s)

oz/st

Measured (M)

39,914

627

0.0157

144

0.18

1,862

0.0467

879

0.0220

Indicated (I)

58,585

582

0.0099

177

0.15

2,178

0.0372

911

0.0156

M + I

98,499

1,209

0.0123

322

0.16

4,040

0.0410

1,790

0.0182

Inferred

47,088

407

0.009

142

0.15

1,436

0.0300

677

0.0140

Mineral resources are estimated using Ordinary Kriging, constrained by geological domains based on lithology and mineralization controls.

The underlying datasets supporting the resource estimate, including drill hole surveys, assay data, and density measurements, have been

reviewed, validated, and verified by the Qualified Person. Database corrections made since the Preliminary Feasibility Study, including

downhole survey corrections, were confirmed as non-material through sensitivity analysis; the pre-1997 assay quality assessment is addressed

in Section 9 of the Technical Report Summary.

Mineral resources are reported in short tons within an optimized pit shell, using AuEq cutoff grades of 0.22 g/t (0.00642 oz/st) for

oxide material, 0.21 g/t (0.00613 oz/st) for mixed material, and 0.20 g/t (0.00583 oz/st) for sulfide material. No dilution or mining

recovery factors have been applied. Resources are reported inclusive of mineral reserves; resources exclusive of reserves are summarized

below.

AuEq grades were calculated using long-term consensus metal prices of $3,000/oz Au, $4.40/lb Cu, and $35/oz Ag, after application of

a 2.1% NSR royalty, yielding realized prices of $2,937/oz Au, $4.31/lb Cu, and $34.27/oz Ag. Metallurgical recoveries represent mill

recovery to concentrate and vary by oxidation domain as follows:

Metal

Oxide

Mixed

Sulfide

67 %

70 %

73 %

22 %

75 %

90 %

55 %

65 %

72 %

Smelter

payability factors of 98% Au, 97% Cu, and 95% Ag, as detailed in the concentrate offtake assumptions in Section 13, are applied as separate

deductions in the reserve economic analysis and are not embedded in the above recovery figures. Domain-specific AuEq conversion factors,

derived from the ratio of each metal’s NSR contribution to gold’s NSR contribution, are: Oxide - Ag 0.009577 g/g, Cu 0.330

g/%; Mixed - Ag 0.010833 g/g, Cu 1.078 g/%; Sulfide - Ag 0.011507 g/g, Cu 1.240 g/%. LOM average recoveries of 72.5% Au, 85% Cu, and

72% Ag, as reported in the Major Design Criteria (Section 14), reflect the scheduled ore feed mix, which is weighted toward sulfide material,

and differ from simple domain averages due to mine sequence.

The optimized pit shell was generated using the Lerchs-Grossmann method incorporating metal prices of $3,000/oz Au, $4.40/lb Cu, and

$35/oz Ag, operating costs of $2.50/st mining (strip-adjusted), $7.00/st processing, $1.65/st tailings, and $1.50/st general and administrative

(“G&A”) (total $12.65/st), domain-specific metallurgical recoveries as detailed in Footnote 3, a 2.1% NSR royalty, and

a 48-degree slope angle. A theoretical breakeven AuEq cutoff of 0.205 g/t was calculated by dividing total operating costs ($12.65/st,

equivalent to $13.94/mt) by the NSR per gram of AuEq at average domain recoveries. Reported AuEq cutoffs of 0.20–0.22 g/t were

validated against a net block value flag incorporating grade-bin and domain-specific recovery schedules; application of the AuEq cutoffs

produces measured and indicated (“M+I”) resources within 0.2% of contained AuEq ounces compared to the value-flag defined

resource, confirming the grade-based cutoffs are a non-material proxy for underlying block economics. A rehandling cost of $1.00/st applicable

to stockpiled ore is excluded from the resource cutoff cost basis as it represents a mine sequencing cost rather than a fundamental extraction

cost; this cost is incorporated in the reserve economic analysis.

Metal prices of $3,000/oz Au, $4.40/lb Cu, and $35/oz Ag represent long-term consensus prices reflecting the qualified persons1s

(“QP”) assessment of sustainable pricing over the Project life, consistent with the 24-month trailing average as of the effective

date. These prices are above the 36-month trailing average of $2,593/oz Au, $4.28/lb Cu, and $30.63/oz Ag, reflecting structural shifts

in precious and base metals markets since 2023. At the 36-month trailing average, corresponding to a cutoff of 0.25 g/t AuEq across all

domains, M+I contained Au decreases by approximately 1.2% and M+I AuEq by approximately 2.8%, demonstrating resource robustness across

a range of price scenarios.

There are no known legal, political, environmental, social, or permitting factors that would materially affect the reported mineral resource

estimate.

Mineral resources are classified in accordance with the definitions set forth in S-K 1300. Mineral resources are reported inclusive of

mineral reserves. Mineral resources that are not mineral reserves have not demonstrated economic viability.

Mineral resources are reported within the company’s mineral tenure holdings, which include Lease #0-40828 and Lease #0-40858, as

described in Section 3 of the TSR2. There are no known encumbrances, liens, or third-party interests that would materially

affect the company’s ability to develop the mineral resources reported herein.

Rounding of reported figures may result in minor apparent discrepancies in totals of tonnage, grade, and contained metal.

10.

There is no certainty that all or any part of the mineral resources will be converted into mineral reserves. The estimate of mineral

resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.

11.

Mineral resources are reported on a 100% Project basis. The company holds 100% interest in the Project.

12.

The effective date of this mineral resource is December 12, 2025

Mineral

Resources Statement - Exclusive of Reserves

Mass

Gold (Au)

Copper (Cu)

Silver (Ag)

Au Equivalent (AuEq)

Tons (000’s)

Oz (000’s)

opt

lbs (millions)

Oz (000’s)

opt

Oz (000’s)

opt

Measured (M) within Resource Pit Shell, external to Reserve Pit Shell

5,124

0.0070

0.12

278

0.0540

0.0130

Measured (M) within Reserve Pit Shell, below Reserve Cutoff Grade

6,128

0.0070

0.12

314

0.0510

0.0120

(M) within Resource Pit Shell

11,252

0.0070

0.12

592

0.0530

135

0.0120

Indicated (I) within Resource Pit Shell, external to Reserve Pit Shell

15,602

137

0.0090

0.13

610

0.0390

220

0.0140

Indicated (I) within Reserve Pit Shell, below Reserve Cutoff Grade

17,786

146

0.0080

0.13

681

0.0380

235

0.0130

(I) within Resource Pit Shell

33,388

283

0.0080

0.13

1,292

0.0390

455

0.0140

(M + I) within Resource Pit Shell

44,640

364

0.0080

115

0.13

1,884

0.0420

590

0.0130

Inferred within Resource Pit Shell

47,088

407

0.0090

142

0.15

1,436

0.0300

677

0.0140

Mineral

resources exclusive of mineral reserves are reported within an optimized resource pit shell constrained by AuEq cutoff grades of

0.22 g/t (oxide), 0.21 g/t (transitional), and 0.20 g/t (sulfide). Resources are classified in accordance with S-K 1300. Mineral

resources that are not mineral reserves have not demonstrated economic viability. The M+I total of 40,497 kt containing 364 koz Au

and 590 koz AuEq represents the S-K 1300 reportable exclusive-of-reserves figure; the sub-classifications presented in this table

are provided for additional transparency. Mineral resources are reported on a 100% Project basis. The estimation methodology, database

verification, and classification criteria are described in the Mineral Resource Statement footnotes above.

The

mineral resource estimate underlying this table was prepared using the methodology described in the Mineral Resource Statement footnotes

(above) Footnote 1).

delineate mineral resources residing within the reserve pit shell that do not qualify as mineral reserves, M+I mineral resources

within the reserve pit shell were identified using proxy AuEq cutoff grades of 0.275 g/t (oxide), 0.265 g/t (transitional), and 0.255

g/t (sulfide). These proxy cutoffs were derived from the reserve economic parameters detailed in Section 12 of the TSR, including

metal prices of $2,100/oz Au, $4.27/lb Cu, and $27/oz Ag, smelter payability factors, operating costs, and domain-specific metallurgical

recoveries, and were calibrated to closely replicate the reserve tonnage and contained metal reported in Section 12 of the TSR, with

residual differences attributable to the discrete nature of the block model. Application of these proxy cutoffs within the reserve

pit shell produces results within rounding of the reported reserve figures. Material within the reserve pit shell that falls below

these proxy cutoffs is classified as M+I mineral resource exclusive of reserves and is reported in the second sub-row for each classification.

Mineral

resources reported as “within Resource Pit Shell, external to Reserve Pit Shell” represent M+I and Inferred resources

that fall outside the reserve pit shell footprint but within the resource pit shell. These resources are constrained by the resource

pit shell optimization described in Section 11 of the TSR and are not captured within the reserve mine plan. All Inferred resources

are reported within the resource pit shell and entirely external to the reserve pit shell.

AuEq

grades and contained AuEq ounces are calculated using the resource metal prices, NSR royalty, and domain-specific metallurgical recoveries

described in the Mineral Resource Statement footnotes (above). AuEq conversion factors reflect mill recovery to concentrate and differ

from the reserve AuEq basis, which additionally incorporates smelter payability factors. Grades are reported as tonnage-weighted

averages derived from contained metal and reported tonnage.

Copper

is reported in millions of pounds of contained metal. Copper grade is reported as percent (%Cu) of the in-situ material.

Rounding

of reported figures may result in minor apparent discrepancies in stated totals of tonnage, grade, and contained metal.

There

is no certainty that all or any part of the mineral resources reported herein will be converted into mineral reserves. The estimate

of mineral resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. Inferred

mineral resources have a lower level of confidence than Measured or Indicated resources and must not be converted directly to mineral

reserves.

The

effective date of this mineral resource is December 12, 2025

Mineral

Reserve Estimate

part of the 2021 Preliminary Feasibility Study study, an economic pit-limit analysis was performed using Vulcan’s Pit Optimizer

software, which uses the Lerchs–Grossmann algorithm to determine an economic excavation limit.

The

pit optimization process considered only M+I resources; inferred resources were excluded from the economic evaluation in accordance with

NI-43-101 guidance. Metal prices applied in the 2021 optimization were based on a weighted long-term forecast incorporating a three-year

trailing average.

The

economic excavation limit (pit shell) generated from the 2021 optimization was used to guide the development of the 2024 Preliminary

Feasibility Study final pit design. The 2024 Preliminary Feasibility Study design subsequently served as the foundation for the 2026

Feasibility Study pit design.

The

2021 pit optimization was revalidated through an additional optimization run completed using updated 2026 cost parameters reflecting

current-year economic conditions. This supplementary analysis confirms continuity and provides a robust basis for the 2026 Feasibility

Study pit design. The updated optimization demonstrates strong economic performance that exceeds the results of the 2021 pit shell used

to guide the 2026 Feasibility Study design. Ultimate pit limits remain primarily constrained by the available onsite waste storage capacity.

The

final pit design establishes the physical boundary for the conversion of mineral resources to mineral reserves. M+I resources located

within the final pit limits may be converted to mineral reserves, subject to applicable modifying factors, including resource classification

and cut-off grade criteria. Additional details regarding the mine design are provided in Section 13 of the TSR.

The

value per ton (“VPT”) “milling cut-off value” calculation for all areas was completed as follows:

●

VPT

= (Block Revenue – Process Cost – Tailings Costs -Rehandle Cost- G&A Cost)/Resource Tons

●

Where:

○

Block

Revenue = Resource tons x grades x Recovery x Net Price for each metal

○

Resource

tons and grades are adjusted for mine dilution and ore loss

○

Process

Cost = Resource tons x Process Cost per ton

○

Tailing

Cost = Resource tons x Tailings Cost per ton

○

Rehandle

Cost = Resource tons x Rehandle Cost per ton

○

G&A

Cost = Resource tons x G&A Cost per ton

This

calculation is sometimes called the “milling cut-off value” because the mining cost is not considered. The mining cut-off

uses a similar calculation but includes the mining cost. The mining cut-off is used to determine the boundary of an economic pit shell,

and the milling cut-off has been used in this case to determine the reserves contained within that same shell. For the reserves, the

block was considered mill feed if the VPT was equal to or greater than a value of $0.00/st. If the value was less than this, the block

was considered waste.

The

VPT calculation was carried out with more up-to-date input parameters that were updated as part of the 2026 Feasibility Study. The parameters

used for the VPT calculation are presented below.

VPT

Calculation Input Parameters

Gold Price

$/oz

2100.00

Copper Price

$/lb

4.10

Silver Price

$/oz

27.00

NSR Royalty*

2.1

Concentrate Smelting &

Transport — Oxide

$/lb Cu recovered

0.29

Concentrate Smelting &

Transport — Mixed

$/lb Cu recovered

0.32

Concentrate Smelting &

Transport — Sulfide

$/lb Cu recovered

0.37

Cu Refining Charge

$/lb Cu

0.07

Au Refining Charge

$/oz

5.00

Ag Refining Charge

$/oz

0.45

Oxide—Cu Recovery (>0.1%

&<0.4%)

Oxide—Au Recovery (>0.3gpt

&<1.3 gpt)

Oxide—Ag Recovery (<0.4

gpt)

Oxide—Ag Recovery (>0.4

gpt)

Mixed—Cu Recovery

72.5

Mixed—Au Recovery (

<1.0 gpt)

Mixed—Au Recovery (>1.0

gpt)

Mixed—Ag Recovery

Sulfide—Cu Recovery

( <0.4%)

Sulfide—Cu Recovery

(>0.4% &<0.65%)

Sulfide—Cu Recovery

(>0.65%)

Sulfide—Au Recovery

(>0.4gpt)

Sulfide—Au Recovery

(>0.4gpt &<0.65 gpt)

Sulfide—Au Recovery

(>0.65gpt)

Sulfide—Ag Recovery

Smelter Payable — %Cu

Smelter Payable —Au

oz/st

Smelter Payable — Ag

oz/st

Concentrate Grade %Cu —

Oxide

Concentrate Grade %Cu —

Mixed

Concentrate Grade %Cu —

Sulphide

Process Cost

$/st processed

Tailings Cost

$/st processed

1.65

Site-Wide General & Administrative

Cost

$/st processed

1.50

Rehandling cost

$/t

1.00

The

block model used for mineral reserve estimation employs a block size of 20 ft × 20 ft × 30 ft. This block dimension is comparable

to, or larger than, the selective mining unit achievable with the planned loading equipment (CAT 992 or similar). As a result, no dilution

is expected to arise from discrepancies between block model dimensions and operational mining selectivity.

Mineralization

is disseminated, with grades transitioning gradually across the orebody. While some dilution will occur during mining, the majority of

adjacent material exhibits grades like the ore being extracted. In these cases, dilution is considered negligible.

Material

dilution of significance is expected only at contacts between ore blocks and adjacent blocks with materially lower grades. For the purposes

of reserve estimation, blocks with a value per ton more than US$3/st below the ore/waste cut-off value are classified as diluting blocks.

Ore

loss is expected to occur in areas with isolated ore blocks. In operations these areas are often reclassified as waste to guarantee productivity.

The CK Au mineralization does not have many of these isolated ore blocks.

bench-by-bench inventory identified that only 0.15% of blocks can be classified as isolated. All isolated blocks were found to be low-grade

ore, and therefore separate ore-loss factors were developed for low-grade and high-grade ore, consistent with the approach used for dilution

estimation. Ore loss considered for low-grade and high-grade ores are 2% and 0.5% respectively

addition to the ore loss associated with isolated blocks, an allowance was included to account for operational inefficiencies and human

error.

Au mineral reserves are given in Table 12.5. Mohsin Hashmi P.Eng, is the QP responsible for the mineral reserves statement. Mineral reserves

are reported inside a detailed pit design using suitable parameters for the site, which was guided by the 2021 pit optimization.

Mineral

Reserve Statement

Mass

Gold (Au)

Copper (Cu)

Silver (Ag)

Au Equivalent (AuEq)

Tons

(Mst)

(000s)

oz/st

M lb

(000s)

oz/st

(000s)

oz/st

Proven (P1)

33.8

582

0.017

129

0.191

1,542

0.046

872

0.026

Probable (P2)

40.8

433

0.011

130

0.160

1,489

0.037

726

0.018

P1 + P2

74.5

1,015

0.014

260

0.174

3,032

0.041

1,598

0.021

Reserves

tabulated above a “milling cut-off value” per ton (see text).

Dilution

of 1.5% and 0.25% applied for low-grade and high-grade ore respectively.

Ore

loss of 2.0% and 0.5% applied for low-grade and high-grade ore respectively.

AuEq

values calculated assuming gold price of 2100$/oz, silver price of 27 $/oz, copper price of 4.10 $/lb and metallurgical recovery

ranges of 67-75% for Au, 50%-70% Ag and 25%-92% Cu as described in table 1.2.

Totals

may not sum due to rounding.

The

mineral reserve effective date is March 30, 2026

Production

Profile

The

contemplated operation in the FS spans 11 years, comprising one year of construction (Year -1), 9 years of active mining and gold-copper-silver

processing operations, and two years of low-grade processing from stockpile.

The

first three months of the production period focuses on establishing “bedding-down” the plant with lower grade material followed

by the remainder of the McNulty ramp up to full name plate plant production at 20,000 short tons per day.

Mining

will advance ahead of plant feed rates so that lower grade ore can be accumulated in an ore stockpile and better grade preferentially

processed to improve early revenue. Under the current plan, mining will cease and the accumulated low-grade stockpile will be processed

until the stockpile is depleted. Tailings will be used to partially backfill the exhausted open pit as part of the closure plan. While

this scenario forms the currently permitted activity, it is fully anticipated that the open pit will continue under a permit update and

revision, allowing the remaining resource and potential future expansions to the resource to be mined, extending the mine life. Once

in production, drilling and further resource definition is contemplated, allowing the mine expansion to be engineered and permits to

be sought to realize the full potential of the resource. These activities can commence as soon as year one and there will be approximately

6 years to complete the work to extend the mine life to the next economic limit.

Gold Project Production Breakdown by Year

Gold Project Revenue Breakdown by Metal

Mining

is contemplated as a conventional open-pit operation using truck-and-shovel methods, focused on delivering higher grade AuEq production

from the deposit early in the Project using a stockpiling strategy, before transitioning to complete the processing of the low-grade

ore accumulated. The mine plan schedules 163 million tons (“Mt”) of total material movement including rehandle of low-grade

stockpile and waste for Tailings Management Facility (TMF) capping over the 13-year active mine life. Ex pit ore totals 74.527 Mt of

ore with an average grade of 0.014 opt Au, 0.17% Cu, and 0.41 opt Ag, for a combined 1.015 Moz of contained gold, 260 million lbs (“Mlb”)

of contained copper, and 3 Moz of contained silver. Strip ratios average 0.89:1 over the LOM, supporting efficient mining and strong

early cash flows. Mining rates of ore are planned for 20,000 tons per day (“tpd”) with no more than 12 benches extracted

per year.

Material

movement is sequenced in four internal open pit phases allowing early presentation of better grade material in association with the stockpile

strategy. The phased approach allows time for adjustments to be made for the final pit wall for both final geotechnical slope angles

as well as formulation of pit expansions to recover the remaining resource and any additional resources added to the current inventory.

Mining

assumptions are developed from first principles, including drill penetration rates, powder factors, cycle times, equipment availabilities,

and original equipment manufacturer validated haulage models. The fleet includes up to 18 haul trucks and a matched loading fleet of

excavators and shovels sized to maintain efficient dig-and-haul cycles. Waste placement and backfilling strategies minimize external

dump requirements and align with closure objectives. Overall, the mining plan reflects an executable, low-risk approach that supports

strong economics, operational flexibility, and a smooth transition into reclamation activities in the later years of the Project.

Gold Project Mining Profile

Processing

and Recovery

Project

mineralization is amenable to simple froth flotation. The Project has completed extensive metallurgical testing and the circuit consists

of primary crushing, semi-autogenous and ball mill grinding to p80 90 microns, followed by initial rougher flotation. The company tested

and adopted Jameson cell flotation technology which improved metal recovery and results in a smaller plant footprint when compared to

conventional flotation. The rougher/scavenger concentrate will be reground to p80 25 microns before cleaner flotation in smaller Jameson

cell units. Concentrate will be filter pressed and shipped to a smelter for metal extraction while the tailings will be filtered and

stacked in a tailings management facility, employing mine waste to buttress and cap the tailings prior to reclamation.

The

tailings management facility will require approximately half of the mine waste to stabilize and cap the tailings prior to reclamation,

leaving 35 million tons of waste in waste rock storage facilities. Some of the waste rock will be crushed and used for start-up and ongoing

construction activities on site. The remaining waste has been aggregate quality tested and found to be an excellent source of rock aggregate

and rail ballast. It is anticipated that up to 1 million tons of waste rock can be sold annually to the surrounding market once the mine

is in operation and continuing during the reclamation period.

Gold Project Annual Concentrate Production Schedule

Gold Project Processing Summary

Mining

Ore Milled (‘000 tons)

Copper Grade

%Cu

Gold Grade

Au oz/t

Silver Grade

Ag oz/t

HG oxide

3,646

0.22 %

0.024

0.063

HG mixed

6,096

0.20 %

0.018

0.049

HG sulfide

46,732

0.19 %

0.015

0.040

LG oxide

305

0.13 %

0.009

0.052

LG mixed

728

0.12 %

0.007

0.042

LG sulfide

723

0.11 %

0.006

0.045

SP reclaim

16,296

0.12 %

0.007

0.035

Total Milled

74,527

0.17 %

0.014

0.041

Content (lb, oz x1000)

259,880

1,015

3,030

Recovery (%)

80.6 %

71.5 %

68.7 %

Recov’d (lb, oz x1000)

209,520

725

2,082

Payability (%)

89.1 %

97.5 %

90.0 %

Payable (lb, oz x1000)

186,726

707

1,874

Power

and Infrastructure

The

Project infrastructure benefits from the Project’s location, helping to minimize initial capital, while maintaining reliability

and certainty around the construction schedule.

The

Project sits twenty miles to the west of Cheyenne and is surrounded by facilities and services that will service the mine site. Cheyenne,

the State capital, has a population of around 100,000 and offers a competitive place to live and work for labor and management. With

Gillette, WY 4-hours to the north, Salt Lake City, UT 6-hours to the west and Denver, CO 1.5-hours to the south, all of these centers

host mine suppliers and expertise to support the Project. There is no need for a man-camp, extensive offices or warehouses and easy access

to third party service and maintenance facilities from these mining hubs.

General

Facilities Arrangement

The

Project will require up to approximately 30 megawatts (“MW”) of power to be supplied to the site by Black Hills Energy along

a 115 (“kV”) transmission line and distributed throughout the site via a new substation and 13.8 kV power distribution network.

A 1 MW backup generator is planned to be installed for back-up or emergency power. The power line extending to the Project will be built

by Black Hills Energy and the cost amortized as a minimum demand charge along with the consumption charges.

Water

will be supplied to the mine under contract from the Cheyenne Board of Public Utilities. A line will bring water from the Crystal reservoir

operated by the Cheyenne Board of Public Utilities and charged at published city raw water rate plus a 1.5-times surcharge. The water

balance is such that make-up water will be purchased throughout the mine’s life, water harvested on site will offset some of those

costs.

On-site

facilities are limited to those which are necessary for light equipment repair, basic warehousing, concentrate dispatch, weigh bridge

and site supervision. A semi-permanent truck shelter-workshop has been planned on a concrete pad service area that includes power, water,

truck wash and fuel island. The administration personnel at site will be minimal since the Project is 20-miles from the city of Cheyenne

where there is ample office space for rent. The 4.5-mile access road from County Road 210 will be a gravel road with access control.

The local fire and emergency service is 6-miles from site and the Cheyenne Regional Medical Center is 25-miles away.

Assay

prep lab will be on site for blasthole sample preparation and a Cheyenne-based lab will provide full lab services. Environmental laboratory

work will be sent off-site and a small on-site facility situated in the plant for process control.

Operating

Costs

Mine

operating costs were estimated through first principles and supplier quotes. Where possible, first principal assumptions and costs of

units were traded off to one of seven mine bidders for all material movement and earthworks. This was calculated using estimated hourly

costs of equipment and personnel against the anticipated hours of work for each. The equipment hourly costs were estimated for fuel,

oil and lubrication, tires, under-carriage, repair and maintenance costs, and special wear items. First principal assumptions and the

cost of mine personnel and consumables were benchmarked against costs provided by mining contractors. The superior contractor budget

estimate was selected.

Process

operating costs were developed by Halyard from first principles to determine unit consumptions of materials, supplies, power and personnel,

and the estimated cost of unit for these was estimated from supplier quotes and industry benchmarks. The cost of materials, supplies,

power and labor were benchmarked against industry norms in the area.

Labor

G&A costs were estimated based on personnel requirements for administrative, accounting, safety and security, and environmental departments

to support mining and processing activities. Costs are also included for legal, land, permit bonding and power. G&A costs were benchmarked

against norms in the Cheyenne area.

Gold Project Operating Cost Breakdown (Excluding Aggregate Production)

LOM Operating Costs (US$/ton)

Mined

Processed

Mining

$ 3.88

$ 7.33

Processing (including placement of tailings)

$ 9.59

G&A

$ 1.54

Total Site Costs

$ 18.46

Project

Royalties

a condition of our state mineral leases with the Wyoming Office of State Lands and Investment, revenue from the sale of concentrate at

the gate is subject to an NSR royalty of 2.1%.

Capital

Cost Estimates

Capital

cost estimates emphasize constructability, vendor-supported pricing, and execution sequencing aligned with the planned development schedule.

Mining

initial and sustaining capital estimates were prepared by Halyard. Estimates assume owner-operated mining equipment and are based on

the equipment and facilities required to achieve the production schedule. Capital costs are based on estimation guides, quotations from

equipment vendors and recent quoted costs for new equipment.

The

process and infrastructure capital costs were developed by Halyard and Tierra Group International for initial and sustaining capital.

The capital costs for each phase are comprised of direct costs and indirect costs. The direct costs were developed from labor, materials,

plant equipment, sub-contracts, and construction equipment. Indirect costs were applied to the direct costs to account for items, such

as, construction support, engineering, procurement and construction management, vendor support during specialty construction and commissioning,

spare parts, contingency, owner’s costs, freight and taxes. Capital costs were estimated based on 2026 U.S. dollars and are presented

with no escalation.

Gold Project Capital Cost Breakdown

Capital

Cost Breakdown ($’000)

Initial

Capital

(Yr

-2 to Yr -1)

Sustaining

(Yr

1 to Yr 10)

Reclamation

& Closure

Total

LOM

Capital

Costs

Mining1

5,550

1,304

6,804

Processing

219,194

20,275

239,469

Infrastructure

43,011

12,946

47,957

Indirects

80,166

Contingency

46,514

Capex

Sub-Total

$ 394,385

$ 34,525

$ 428,910

Other

Capital

Owners’ Costs2

21,959

Construction

Insurance

1,958

Mining/Mobilization

4,085

Reclamation – Site3

21,055

Cash

Collateral (bonding)

5,941

Total

Other Capital

$ 28,002

26,995

$ 54,997

TOTAL

CAPITAL

$ 422,387

$ 34,525

$ 26,995

$ 483,907

(1) Assumes

contractor mining fleet

(2) Owner’s

Costs are expensed

(3) Closure

& reclamation cost net of residual value

Environmental

and Permitting

The

Project is supported by strong environmental support from a local Wyoming firm, Trihydro Corporation, and technical support from Greenlight

LLC that have been instrumental in acquiring all the necessary permits for construction and operation. US Gold has established a collaborative

approach with regulatory agencies and our technical teams will continue to develop the Project to meet all applicable regulatory standards.

The construction and operation of the Project require no further major permits beyond site and sectoral permits, permit updates and revisions

if there are any deviations from the approved activities.

From

the outset the approach has been to keep the Project simple and employ best practices to respect the environment and local community.

This resulted in opting for dry-stack tailings placement to conserve and recycle as much water as possible. While the geochemical testing

suggests that ore, waste and tailings will not generate acidic drainage, facilities will be isolated from the land surface by a liner

as necessary to provide additional assurance that there will not be future occurrences. CK is a robust mine operation that is protective

of water resources, air quality, cultural resources, wildlife and vegetation, and post-mine land use.

Stakeholder

and Community Engagement

Since

the decision to pursue the Project in September 2020, the Company has operated with dedicated budget and personnel to engage proactively

with the communities, and other stakeholders with ties to the affected area. With consistent frequency the Project approaches state permitting

agencies and coordinates with Federal agencies with jurisdiction in the area (primarily US Corp of Army Engineers). The Company has worked

to build lasting relationships with a wide range of stakeholders, including nearby residents and community members, non-governmental

organizations and various levels of government representatives. This approach reflects a deep Company-wide commitment to a high standard

of social performance, achieved by acting transparently and building mutual respect and shared value.

Stakeholder

engagement is guided by an Environmental and Social Management System (“ESMS”), a Project site-specific plan that is updated

annually to guide the activities, goals, and strategies for stakeholder engagement in a tailored manner that reflects the unique requirements

of each region, individual stakeholder context, and cultural settings surrounding CK. The ESMS management approach specifically addresses

the Company’s stakeholder engagement, public communication, community involvement & investment, and monitoring & reporting

– including social impact risks assessments, grievance procedures, materiality, and metric tracking. The company has advanced the

ESMS with a view to complying with Equator Principles standards and has been the subject of two independent assessments by Digbee Ltd.

(“Digbee”), a leading ESG disclosure platform for the extractive mining industry. The Digbee assessment is an independent

assessment drawing from worldwide norms and CK was assessed an “A” rating in the recent 2026 assessment.

Exploration

Potential and Upside at CK Gold Project

Beyond

the FS mine plan, CK offers substantial longer-term upside and strategic optionality. The FS includes an updated mineral resource statement

that includes mineral resources, which are currently excluded from the Project’s mineral reserves and economic analysis. This has

been a purposeful decision to limit the pit so as not to cross a dry drainage to the northwest of the current pit boundary which would

have necessitated involvement of the U. S. Army Corp of Engineers. Future processing and development is an economic continuation to the

existing plans but will involve additional permitting after Project expansion planning and investigation through additional drilling,

and permit presentation. This can be accomplished during the early years of operation for a seamless transition into the additional resources.

In addition, CK sits in the historic Silver Crown Mining District and while there are old workings within the surrounding area the company

is at the early stages of investigating potential beyond the current resources, known to continue at depth and along strike. The Project

layout and infrastructure contemplated in the FS also provide flexibility for potential future throughput expansion for the deeper resources,

allowing US Gold to pursue disciplined growth opportunities while maintaining a simplified, low-risk development pathway.

Steps and Opportunities

With

the FS complete, the Company is advancing to Project financing and shortly thereafter detailed engineering. Near-term priorities include

securing major equipment specifications to allow detailed engineering and execution planning. The initial portion of the access road

has been constructed, and the company is looking at the remaining access to the pit with an objective of quarrying from the pit the necessary

aggregate ready for construction.

The

company has purchased 10-acres in an industrial park to the west of Cheyenne for employee parking and busing to site. There exists the

possibility to erect office space at this site.

Production Decision: The Company has not made a production decision for the Project. A decision to proceed with construction will only

be made following the completion and review of detailed engineering, approval by the Board of Directors, and securing financing arrangements.

Feasibility Study Conference Call & Webcast

Gold will host a webcast on Wednesday, April 1, 2026, at 4:00 PM Eastern Time / 1:00 PM Pacific Time, to discuss the CK FS. The link

to the webcast is: US Gold Feasibility Study Webcast webcast are included below.

About

U.S. Gold Corp.

U.S.

Gold Corp. is a publicly traded, U.S. focused gold and copper exploration and development company. U.S. Gold Corp. has a portfolio of

exploration properties. The Company’s CK Gold Project is located in Southeast Wyoming and has a Feasibility Study technical report,

which was completed by Halyard– Micon International, Inc. The Company’s Keystone exploration property is on the Cortez Trend

in Nevada. The Company’s Challis Gold Project is located in Idaho. For more information about U.S. Gold Corp., please visit https://www.usgoldcorp.com/.

For

additional information, please contact:

U.S.

Gold Corp.

Investor

Relations

800 557 4550

ir@usgoldcorp.com

www.usgoldcorp.com

Technical

Information and Technical Report Filing

The

FS and other scientific and technical information contained in this news release were prepared in accordance with the U.S. regulatory

requirements set out in Subpart 1300 of Regulation S-K (“S-K 1300”), and have been reviewed and approved by:

Responsible

Company

Individual(s)

Responsible

Section

Drift

Geo

Mark

C. Shutty, CPG,

9, 11,

Halyard

Micon International

Various

2, 4, 5, 12, 13, 14, 15, 16, 18, 19, 22, 23, 24

Tierra

Group International, Ltd.

Various

10,

U.S.

Gold Corp (Registrant)

Kevin

Francis, SME-RM, VP, U.S. Gold Corp.

6, 7, 17, 20, 21, 25

All

are independent QPs of the registrant, except for Kevin Francis, as defined under S-K 1300.

Kevin

Francis, V.P. Exploration and Technical Services of the Company, who is a QP as defined under S-K 1300, has reviewed and approved the

scientific and technical information disclosed in this news release.

TRS prepared in accordance with S-K 1300 for the CK Gold Project will be filed on a Form 8-K. Readers are encouraged to read the technical

report in its entirety, including all qualifications, assumptions, exclusions and risks that relate to the Mineral Resource and Mineral

Reserve estimates and the PFS.

The

Mineral Resource and Mineral Reserve estimates discussed in this news release are classified in accordance with the disclosure requirement

of U.S. companies, subject to the reporting and disclosure requirements under United States federal securities laws and the rules and

regulations thereunder.

Forward

Looking Statements

Certain

information set forth in this news release contains “forward-looking statements” and “forward-looking information”

within the meaning of applicable Canadian securities legislation and in applicable United States securities law (referred to herein as

forward-looking statements). Forward-looking statements are often identified by the use of words such as “may”, “will”,

“could”, “would”, “anticipate”, “believe”, “expect”, “intend”,

“potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”,

“forecasts”, “goals” and similar expressions. Except for statements of historical fact, certain information contained

herein constitutes forward-looking statements which includes, but is not limited to, statements with respect to: the future financial

or operating performance of the Company, the Project and its mineral properties; results from work performed to date; the estimation

of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic

results of the FS for the Project, including cash flows, revenue potential, development, expenditures, and timing thereof, extraction

rates, LOM projections and cost estimates; timing of completion of a technical report summarizing the results of the FS; magnitude or

quality of mineral deposits; anticipated advancement of the Project mine plan; exploration expenditures, costs and timing of the development

of new deposits; costs and timing of future exploration; permitting; construction and optimization planning; estimates of metallurgical

recovery rates; anticipated advancement of the Project, future prospects and prospective inclusion of mineral resources in future mining

activities; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental

risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of the Project; future

growth potential of the Project; and future development plans.

Forward-looking

statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statement was

made. Assumptions and factors include: the Company’s ability to complete its planned exploration and development programs; the

absence of adverse conditions at the Project and the Company’s mineral properties; satisfying ongoing covenants under the Company’s

loan facilities; no unforeseen operational delays; no material delays in obtaining necessary permits; results of independent engineer

technical reviews; the possibility of cost overruns and unanticipated costs and expenses; the price of gold remaining at levels that

continue to render the Project and the Company’s mineral properties economic; the Company’s ability to continue raising necessary

capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward-looking statements necessarily

involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ

materially from any projections of future performance or result expressed or implied by such forward-looking statements. These risks

and uncertainties include, but are not limited to: general business, economic and competitive uncertainties; the actual results of current

and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain

technology usage; changes in Project parameters and/or economic assessments as plans continue to be refined; future prices of metals;

possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and

exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labor disputes and other

risks of the mining industry; delays in obtaining governmental approvals or financing; risks related to local communities; the speculative

nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government

authorities); title to properties; and other factors beyond the Company’s control and as well as those factors included herein

and elsewhere in the Company’s public disclosure. Although the Company has attempted to identify important factors that could cause

actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors

that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk

factors disclosed in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended April 30, 2025, available

on the EDGAR profile for the Company at www.sec.gov.

Investors

are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of

the date of this news release and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation

to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result

of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the

Company’s filings with U.S. Securities and Exchange Commission which can be viewed online under the Company’s profile on

EDGAR at www.sec.gov.

Cautionary

Note Regarding Non-GAAP Financial Measures

Alternative

performance measures in this news release such as “cash cost”, “AISC” and “free cash flow” are furnished

to provide additional information. These non-GAAP performance measures are included in this news release because these statistics are

used as key performance measures that management uses to monitor and assess performance of the Project, and to plan and assess the overall

effectiveness and efficiency of mining operations. These performance measures do not have a standardized meaning within the accounting

principles generally accepted in the Unites States of America (“GAAP”) and, therefore, amounts presented may not be comparable

to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute

for measures of performance in accordance with GAAP.

Total

Cash Costs

Total

cash costs include site operating costs (mining, processing, site G&A), refinery costs and royalties, but exclude head office G&A

and exploration expenses. While there is no standardized meaning of the measure across the industry, the Company believes that this measure

is useful to external users in assessing operating performance.

All-In

Sustaining Cost

Site

level AISC includes total cash costs and sustaining and expansion capital, but excludes head office G&A and exploration expenses.

The Company believes that this measure is useful to external users in assessing operating performance and the Company’s ability

to generate free cash flow from potential operations.

Free

Cash Flow

Free

cash flows are revenues net of operating costs, royalties, capital expenditures and cash taxes. The Company believes that this measure

is useful to the external users in assessing the Company’s ability to generate cash flows from the Project.

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 3

Binary file (141778 bytes)

Download ex99-1_001.jpg

GRAPHIC

Filename: ex99-1_002.jpg · Sequence: 4

Binary file (183531 bytes)

Download ex99-1_002.jpg

GRAPHIC

Filename: ex99-1_003.jpg · Sequence: 5

Binary file (455012 bytes)

Download ex99-1_003.jpg

GRAPHIC

Filename: ex99-1_004.jpg · Sequence: 6

Binary file (319916 bytes)

Download ex99-1_004.jpg

GRAPHIC

Filename: ex99-1_005.jpg · Sequence: 7

Binary file (105944 bytes)

Download ex99-1_005.jpg

GRAPHIC

Filename: ex99-1_006.jpg · Sequence: 8

Binary file (72551 bytes)

Download ex99-1_006.jpg

GRAPHIC

Filename: ex99-1_007.jpg · Sequence: 9

Binary file (135349 bytes)

Download ex99-1_007.jpg

GRAPHIC

Filename: ex99-1_008.jpg · Sequence: 10

Binary file (147125 bytes)

Download ex99-1_008.jpg

GRAPHIC

Filename: ex99-1_009.jpg · Sequence: 11

Binary file (451697 bytes)

Download ex99-1_009.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 16

v3.26.1

Cover

Mar. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 31, 2026

Entity File Number

001-08266

Entity Registrant Name

U.S.

GOLD CORP.

Entity Central Index Key

0000027093

Entity Tax Identification Number

22-1831409

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1910

E. Idaho Street

Entity Address, Address Line Two

Suite 102-Box 604

Entity Address, City or Town

Elko

Entity Address, State or Province

Entity Address, Postal Zip Code

89801

City Area Code

(800)

Local Phone Number

557-4550

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 Par Value

Trading Symbol

USAU

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration