U.s. Gold (USAU) risk factors, FY2026 10-K

RISKS RELATED TO OUR FINANCIAL CIRCUMSTANCES

1. 01There is substantial doubt about whether we can continue as a going concern31% rewritten
2. 02We have a limited operating history on which to base an evaluation of our business and prospects
3. 03We will require substantial external financing to develop the CK Gold Project, and there is no assurance that such financing will be available on acceptable terms or at all. Failure to secure project financing could result in indefinite delay or abandonment of the ProjectNew
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. 09The Industrial Siting Permit for the CK Gold Project is subject to an expiration deadline, and our failure to demonstrate adequate project financing and resume construction before that deadline could result in the loss of this key permit and materially delay or prevent development of the projectNew
6. 10We are subject to significant governmental regulations, which affect our operations and costs of conducting our business
7. 11Our business is subject to extensive environmental regulations that may make exploring, or related activities prohibitively expensive, and which may change at any time
8. 12Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business
9. 13The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate
10. 14Our property titles may be challenged, and we are not insured against any challenges, impairments or defects to our mineral claims or property titles
11. 15Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other minerals
12. 16Joint ventures and other partnerships may expose us to risks
13. 17We 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
14. 18We may have exposure to greater than anticipated tax liabilities66% rewritten
15. 19We 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. 20Exploring for gold is an inherently speculative business
2. 21Estimates of mineral reserves and mineral resources are subject to evaluation uncertainties that could result in project failure
3. 22We may be denied the government licenses and permits which we need to explore or mine on our properties
4. 23Possible amendments to the General Mining Law and other regulations could make it more difficult or impossible for us to execute our business plan
5. 24We may not be able to maintain the infrastructure necessary to conduct exploration and development activities
6. 25We compete against larger and more experienced companies
7. 26We rely on contractors to conduct a significant portion of our exploration operations
8. 27Our 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. 28We may be unable to secure surface access or to purchase required surface rights
10. 29Global and regional political and economic conditions could adversely impact the Company’s business

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

1. 30Certain shares sold under the Controlled Equity Offering SM Sales Agreement, dated June 9, 2025, with Cantor Fitzgerald & Co. (the “Sales Agreement”) may trigger certain potential rights, claims and other penaltiesNew
2. 31Our stock price may be volatile
3. 32Volatility in the price of our common stock may subject us to securities litigation
4. 33There is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained
5. 34Sales, 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
6. 35Our 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
7. 36Our 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
8. 37Anti-takeover provisions may impede the acquisition of our Company
9. 38The Company does not intend to pay dividends in the foreseeable future
10. 39If 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
11. 40Our common stock is listed on the NASDAQ. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common shares on the NASDAQNew