Entry into a Material Definitive Agreement. On December 23, 2025, U.S. Gold Corp. (the “Company”) entered into a series of securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Purchasers”), for the sale and issuance in a non-brokered private placement of an aggregate of 1,922,159 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $16.25 per share. In addition, the Company agreed to issue to the Purchasers, unregistered c…

Unregistered Sales of Equity Securities. The information regarding the common stock, warrants and shares of common stock underlying the warrants included in

Regulation FD On December 23, 2025, the Company issued a press release regarding the Private Placement. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.

Termination of a Material Definitive Agreement. As previously disclosed, on June 9, 2025, U.S. Gold Corp. (the “Company”) entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company could offer and sell shares of its common stock, $0.01 par value per share, from time to time through Cantor acting as sales agent. The shares were to be issued pursuant to a Registration Statement on Form S-3 (File No.…

Changes in Registrant’s Certifying Accountant. Based on information provided by Marcum LLP (“Marcum”), the former independent registered public accountant of U.S. Gold Corp. (the “Company”), CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accountant through September 12, 2025. On September 12, 2025, Marcum resigned as the Company’s independent registered public accountant…

Material Modification to Rights of Security Holders. The disclosure set forth above in

Entry into a Material Definitive Agreement. On August 9, 2025, U.S. Gold Corp. (the “Company”) and the warrantholder of the remaining outstanding warrants to purchase up to 100,000 shares of common stock of the Company at an exercise price of $6.00 per share expiring on or around August 10, 2025, agreed to amend the warrant agreement governing such warrants to provide that such warrants may be exercised, at the election of such warrantholder, on a cash or cashless (net exercise) basis (the “W…

Entry into a Material Definitive Agreement. On June 9, 2025, U.S. Gold Corp. (the “Company”) entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”). Pursuant to the terms of the Sales Agreement, the Company may sell shares of its common stock, $0.001 par value per share, from time to time on the Nasdaq Capital Market (the “Nasdaq”) or any other market for the common stock in the United States or otherwise permitted by law,…

Entry into a Material Definitive Agreement. Offering and Private Placement Transaction On November 27, 2024, U.S. Gold Corp., a Nevada corporation (the “ Company ”), entered into a Securities Purchase Agreement with certain investors (the “ Securities Purchase Agreement ”) providing for the issuance and sale by the Company in a registered direct offering (the “ Offering ”) an aggregate of 1,457,700 shares of the Company’s common stock, $0.001 par value per share (“ Common Stock ”) at a purcha…

Unregistered Sales of Equity Securities. The information contained in

Entry into a Material Definitive Agreement. Offering and Private Placement Transaction On April 15, 2024, U.S. Gold Corp., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement with certain investors (the “Securities Purchase Agreement”) providing for the issuance and sale by the Company in a registered direct offering (the “Offering”) an aggregate of 1,400,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) at a purchase price of…

Director — Tara Gilfillan: Ms. Gilfillan does not intend to stand for re-election at the Company’s 2023 Annual Meeting of Stockholders.

Entry into a Material Definitive Agreement. On April 4, 2023, U.S. Gold Corp. (“U.S. Gold” or the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a single institutional investor in connection with a registered direct offering of 870,000 shares of common stock at a price of $5.75 per share and warrants (the “Warrants”) to purchase 870,000 shares of the Company’s common stock at an exercise price of $6.16 per share (the “Registered Offering”).…

Material Modification to Rights of Security Holders. The disclosure set forth above with regard to the Warrant Amendment is incorporated by reference into this

Director — Ryan Zinke: Mr. Zinke resigned due to his election to the U.S. House of Representatives.

Entry into a Material Definitive Agreement. On November 9, 2022, U.S. Gold Corp. (“U.S. Gold” or the “Company”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) with and among Orevada Metals, Inc., the Company’s indirectly wholly-owned subsidiary (“Orevada”), Nevada Gold Mines LLC (“NGM”), Orogen Royalties Inc. (“Orogen”) and Renaissance Exploration, Inc., a wholly-owned subsidiary of Orogen (“RenEx”) whereby Orevada assigned its interest in that…