NOTE 3 — GOING CONCERN

The accompanying unaudited 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 31, 2022, the Company had cash of approximately $3.7 million, working capital of approximately $2.7 million and an accumulated deficit of approximately $56.2 million. The Company had a net loss and cash used in operating activities of approximately $12.2 million and $9.8 million, respectively, for the nine months ended January 31, 2022. 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 the date of filing the Form 10-Q for the period ended January 31, 2022, the Company does not have sufficient cash to fund its operations for greater than 12 months and expects that it would be required to raise additional funds to fund its operations thereafter. The ongoing COVID-19 pandemic has and may continue to adversely impact the Company’s business, as the Company’s operations are based in and rely on third parties located in areas affected by the pandemic. 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. As noted in Note 12, in February 2022, the Company completed a registered offering which raised gross proceeds of $2.5 million and in March 2022, the Company announced it had reached a definitive agreement on another registered offering, that when closed on or about March 18, 2022, will result in gross proceeds of an additional $5.0 million before deducting fees and other estimated offering expenses.

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2022

The unaudited 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.