February 21, 2024

By EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. John Coleman, Ms. Jenifer Gallagher and Mr. Karl Hiller

Dear Messrs. Coleman and Hiller, and Ms. Gallagher:

On behalf of U.S. Gold Corp. (the “Company”), set forth below is the response of the Company to the comments received by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 6, 2024 (the “Comment Letter”) regarding the above-referenced Form 10-K for the fiscal year ended April 30, 2023 that was filed via EDGAR on July 31, 2023 (the “Form 10-K”). For ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.

Form 10-K

Mineral Reserves and Mineral Resource, page 9

Response: The Company acknowledges the Staff’s comment and will revise the disclosure regarding its mineral resource and mineral reserve estimates to include additional discussion regarding metallurgical recoveries. The revised resource and reserve tables showing the additional disclosure are set forth below. The Company proposes to include this revised disclosure in future filings, beginning with its Annual Report on Form 10-K for the fiscal year ended April 30, 2024.

Davis Graham & Stubbs LLP ▪ 1550 17th Street, Suite 500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com

U.S. Securities and Exchange Commission

February 21, 2024

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CK Gold Project – Summary of Gold, Copper and Silver Mineral Resources

at April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

U.S. Securities and Exchange Commission

February 21, 2024

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CK Gold Project – Summary of Gold, Copper and Silver Mineral Reserves

at April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

U.S. Securities and Exchange Commission

February 21, 2024

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Financial Statements

Note 9 – Warrant Liability, page F-18

Response: In future filings, beginning with its Form 10-Q for the quarter ended January 31, 2024, the Company will expand its disclosure substantially as described below to identify the particular warrant provisions that necessitate liability classification and will clarify how a “fundamental transaction” is defined and relevant to the classification and valuation of the Company’s warrants.

The Warrant Agreements include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the completion of a “fundamental transaction.” A fundamental transaction, as defined in the Warrant Agreements, includes (a) any merger or consolidation by and between the Company and another Person, (b) the sale or other disposition by the Company of all or substantially all of its assets, (c) the completion of any tender offer or exchange offer pursuant to which the holders of greater than 50% of the Company’s outstanding common stock has agreed to tender or exchange their securities, and (d) the consummation of a stock purchase agreement or other business combination whereby another Person acquires more than 50% of the outstanding shares of common stock of the Company. In the event of a fundamental transaction, the holder of the warrant has the right to require that the Company purchase the warrant from the holder by paying the holder an amount of cash equal to a valuation based on the Black-Scholes Option Pricing Model reflecting an expected volatility equal to the greater of 100% or the 100-day volatility as of the trading day immediately following the public announcement of the applicable fundamental transaction. This volatility input precludes the Company from applying equity accounting as the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly, the Company has concluded that liability accounting is required.

The applicable Warrants that include the “fundamental transaction” provision are included as Exhibits 4.5, 4.6 and 4.7 to the Company’s Form 10-K for the fiscal year ended April 30, 2023 (see Section 3(e)).

The Company advises that it will provide to the Staff, on a confidential basis, under separate cover a copy of the analysis that it performed and the specific accounting guidance it relied upon in formulating its view on the classification.

U.S. Securities and Exchange Commission

February 21, 2024

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Exhibit 96.1 Technical Report Summary, page E-1

Response: As previously disclosed, the Company is preparing an updated technical report summary in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”). The Company anticipates that this report will meet the requirements of either a pre-feasibility study or a feasibility study (the “Updated Technical Report Summary”). The Updated Technical Report Summary, which the Company expects to file during the third calendar quarter of 2024, is expected to contain an updated mineral resource and mineral reserve estimate. Rather than revise and file the technical report summary that was originally filed in December 2021 to provide the additional disclosures requested by the Staff, the Company proposes to cause its qualified persons to include the revised disclosure set forth below (as appropriately updated to reflect new data) in the Updated Technical Report Summary.

Section 6 – Geological Setting, Mineralization and Deposit

Property Geology, page E-15

Response: In compliance with Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K, the Company proposes to cause its qualified person to include in the Updated Technical Report Summary an image similar to the one shown below:

U.S. Securities and Exchange Commission

February 21, 2024

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Section 10 – Mineral Processing and Metallurgical Testing

Conclusions and Recommendations, page E-55

Response: As noted in Section 14.3 of the technical report summary, the metallurgical test work described therein provided the basis for the estimation of the recoveries and concentrate grades that were used for purposes of the economic evaluation. In the Updated Technical Report Summary, the Company will cause its qualified person to include a statement confirming that, in the opinion of the qualified person, the metallurgical data described in the Updated Technical Report Summary, is adequate for the purposes of that Updated Technical Report Summary.

Section 11.13 – Reasonable Prospects of Eventual Economic Extraction, page E-79

Response: The Company notes that the mineral resource estimate presented in the body of the Form 10-K correctly excluded mineral reserves in compliance with S-K 1300. The mineral resource estimate included in the technical report summary, however, incorrectly presented mineral resources inclusive of mineral reserves (Tables 1-1, 1-2, 11-13 and 11-14). The Company will ensure that the qualified person presents any mineral resource estimate in the Updated Technical Report Summary exclusive of mineral reserves and includes a footnote to the mineral resource tables so noting.

Response: The Company will cause its qualified person to include responsive disclosure - substantially similar to the indicative disclosure presented above in response the Staff’s first comment - in the footnotes to the mineral resource and mineral reserve estimates in the Updated Technical Report Summary.

Section 12 – Mineral Reserve Estimates

Relevant Factors, page E-83

Response: The Company will cause its qualified person to include in the discussion of the mineral reserve estimate in Section 12 an additional statement regarding the qualified person’s opinion regarding the impact of material risk factors as required by Item 601(b)(96)(iii)(B)(12)(vi). The additional discussion will be substantially similar to the discussion that was included in Section 11.15 of the technical report summary. Subject to the inclusion of additional risks that may be identified in the course of preparing the Updated Technical Report Summary, the additional disclosure to be included in the Updated Technical Report Summary is expected to be substantially similar to the following:

“In the opinion of the qualified person, significant factors that could materially affect the Mineral Reserve estimate are:

* * * * *

U.S. Securities and Exchange Commission

February 21, 2024

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Should you have additional questions or comments, please contact the undersigned at (303) 892-7348.