U.s. Gold (USAU) risk factors, FY2025 10-K

RISKS RELATED TO OUR FINANCIAL CIRCUMSTANCES

1. 01There is substantial doubt about whether we can continue as a going concern
2. 02We have a limited operating history on which to base an evaluation of our business and prospects
3. 03We will require significant additional capital to fund our business plan
4. 04Our actual results could differ from the estimates and assumptions we make to prepare our financial statements, which could have a material impact on our financial condition and results of operations

RISKS RELATED TO OUR BUSINESS

1. 05We do not know if our properties contain any gold or other minerals that can be mined at a profit
2. 06Most of our projects are in the exploration stage
3. 07We have no history of producing metals from our current mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals
4. 08We may not be able to obtain all required permits and licenses to place any of our properties into future potential production
5. 09We are subject to significant governmental regulations, which affect our operations and costs of conducting our business
6. 10Our business is subject to extensive environmental regulations that may make exploring, or related activities prohibitively expensive, and which may change at any time
7. 11Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business
8. 12The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate
9. 13Our property titles may be challenged, and we are not insured against any challenges, impairments or defects to our mineral claims or property titles
10. 14Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other minerals
11. 15Joint ventures and other partnerships may expose us to risks
12. 16We may pursue acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges
13. 17We may have exposure to greater than anticipated tax liabilities
14. 18We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks

RISKS RELATED TO THE MINERAL EXPLORATION INDUSTRY

1. 19Exploring for gold is an inherently speculative business
2. 20Estimates of mineral reserves and mineral resources are subject to evaluation uncertainties that could result in project failure
3. 21We may be denied the government licenses and permits which we need to explore or mine on our properties
4. 22Possible amendments to the General Mining Law and other regulations could make it more difficult or impossible for us to execute our business plan
5. 23We may not be able to maintain the infrastructure necessary to conduct exploration and development activities
6. 24We compete against larger and more experienced companies
7. 25We rely on contractors to conduct a significant portion of our exploration operations
8. 26Our exploration activities may be adversely affected by the local climate or seismic events, which could prevent us from gaining access to our property year-round
9. 27We may be unable to secure surface access or to purchase required surface rights
10. 28Global and regional political and economic conditions could adversely impact the Company’s business

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

1. 29Our stock price may be volatile
2. 30Volatility in the price of our common stock may subject us to securities litigation
3. 31There is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained
4. 32Sales, offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline
5. 33Our issuance of additional shares of common stock or securities convertible into common stock in exchange for services would dilute the proportionate ownership and voting rights of existing stockholders and could have a negative impact on the market price of our common stock
6. 34Our articles of incorporation allow for our Board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock
7. 35Anti-takeover provisions may impede the acquisition of our Company
8. 36The Company does not intend to pay dividends in the foreseeable future
9. 37If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
10. 38We may not meet the continued listing requirements of the NASDAQ, which could result in a delisting of our common stock