U.S. GOLD CORP. (USAU) Business

Overview

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was incorporated under the laws of the State of Nevada in 2016 and was originally incorporated in the State of New Jersey in 1967. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration opportunities primarily in Wyoming, Nevada and Idaho.

We are an exploration company that owns certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming the Keystone and Maggie Creek Projects in Nevada and the Challis Gold Project in Idaho. None of our properties contain any proven and probable reserves under SEC Industry Guide 7, and all of our activities on all of our properties are exploratory in nature.

Effective as of 5:00 pm Eastern Time on March 19, 2020, the Company filed an amendment to the Articles of Incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock, par value $0.001 per share, at a ratio of one share for ten shares. All share and per share information in this Annual Report on Form 10-K has been retroactively adjusted to reflect the reverse stock split.

Recent Developments

COVID-19 Developments

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, this could result in a continuation or worsening of the levels of market disruption and volatility seen in the recent past and could have an adverse effect on the Company’s ability to access capital, on the Company’s business, results of operations and financial condition, and on the market price of its common stock.

The Company, or its people, investors, contractors or stakeholders, has been prevented from free cross-border travel or normal attendance to activities in conducting its business at trade shows, presentations, meetings or other activities meant to promote or execute its business strategy and transactions. The Company has been prevented from receiving goods or services from contractors. Decisions beyond the Company’s control, such as canceled events, restricted travel, barriers to entry or other factors have affected or may affect its ability to accomplish drilling programs, technical analysis of completed exploration actions, equity raising activities, and other needs that would normally be accomplished without such limitations. Furthermore, the Company’s exploration activities rely heavily on outside contractors and importation of specialized equipment. The COVID-19 pandemic has caused disruptions in travel, access to parts and machinery and accessing our exploration properties with contractors. Although travel restrictions have been lifted at certain locations, there can be no assurance that travel and property access will resume fully in the near future.

Moreover, the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world economy, and the Company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic harms the global economy generally.

The Company does not yet know the full extent of potential delays or impact on its business, its relationship with its business partners, or the global economy as a whole. However, any one or a combination of these events could have an adverse effect on the Company’s other business operations.

Corporate Organization Chart

The name, place of incorporation, continuance or organization and percent of equity securities that we own or control as of July 29, 2021 for each of our subsidiaries is set out below.

Corporate Address

The current address, telephone number of our offices are:

U.S. Gold Corp.

1910 E. Idaho Street, Suite 102-Box 604

Elko, NV 89801

(800) 557-4550

We make available, free of charge, on or through our website, at https://www.usgoldcorp.gold, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, and other information. Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Employees

As of April 30, 2021, we had 3 full-time employees and no part-time employees. In addition, we use consultants with specific skills to assist with various aspects of our project evaluation, due diligence, corporate governance and property management.

OUR MINERAL PROPERTIES AND PROJECTS

CK Gold Project, Wyoming

The CK Gold Project (the “CK Gold Project”) consists of certain mining leases and other mineral rights comprising the CK Gold, gold and copper exploration project located in the Silver Crown Mining District of southeast Wyoming.

Location and Access

The CK Gold Project is located in southeastern Wyoming, approximately 20 miles west of the city of Cheyenne, on the southeastern margin of the Laramie Range. The property covers about two square miles that include the S½ Section 25, NE¼ Section 35, and all of Section 36, T.14N., R.70W., Sixth Principal Meridian. Access to within an approximate 0.9 miles of the property is provided by paved and maintained gravel roads. An easement agreement providing access for exploration and other minimal impact activities has been negotiated with Ferguson Ranch Inc. on the S½ Section 25, T14N, R70W, and the W½ Section 30, T14N, R69W. The fee for this easement is $10,000 per year, renewable each year prior to July 11.

The CK Gold property covers approximately 1,120 acres (about two square miles) that include the S½ of Section 25, NE¼ Section 35, and all of Section 36, T.14N., R.70W. The project is entirely located on land owned and administered by the State of Wyoming. There are no federal lands within or adjoining the CK Gold land position. Curt Gowdy State Park lies northwest of the property, partially within Section 26. The state park’s southeastern boundary is approximately 1,000 feet northwest of the property and approximately 3,000 feet northwest of the mineralized area. The CK Gold property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases.

Figure 1 – CK Gold Project Location and Boundaries

Rights to the CK Gold Project

Our rights to the CK Gold Project arise under two State of Wyoming mineral leases:

1) State of Wyoming Mining Lease No. 0-40828

Township 14 North, Range 70 West, 6th P.M., Laramie County, Wyoming:

Section 36: All

2) State of Wyoming Mining Lease No. 0-40858

Township 14 North, Range 70 West, 6th P.M., Laramie County, Wyoming:

Section 25: S/2

Section 35: NE/4

Ownership of the mineral rights remains in the possession of the State of Wyoming as conveyed to the State by the United States, evidenced by 1942 patents for Section 36, and 1989 Order confirming title to Section 25 and 35. The State of Wyoming issued Mineral Leases for the mineral rights to Wyoming Gold Mining Company, Inc. (“Wyoming Gold”) in 2013 and 2014.

Lease 0-40828 was renewed by Wyoming Gold in February 2013 for a second ten-year term and Lease 0-40858 was renewed by Wyoming Gold for its second ten-year term in February 2014. Each lease requires an annual payment of $2.00 per acre. These leases were assigned to us on June 23, 2014.

The following production royalties must be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State:

FOB Mine Value per Ton Percentage Royalty $00.00 to $50.00 5 % $50.01 to $100.00 7 % $100.01 to $150.00 9 % $150.01 and up 10 %

History of Prior Operations and Exploration on the CK Gold Project

Limited exploration and mining were conducted on the CK Gold property in the late 1880s and early 1900s. Approximately 300 tons of material was reported to have been produced from a now inaccessible 160-foot-deep shaft with two levels of cross-cuts. A few small adits and prospect pits with no significant production are scattered throughout the property.

Since 1938, at least nine historic (pre-Strathmore Minerals Corp.) drilling campaigns by at least seven companies plus the U.S. Bureau of Mines have been conducted at CK Gold. The current project database contains 91 drill holes totaling 37,500 feet that were drilled before Wyoming Gold acquired the property. All but six of the drill holes are within the current resource area. Other work conducted at CK Gold by previous companies has included ground and aeromagnetic surveys as well as induced polarization surveys along with geochemical sampling, geologic mapping, and a number of metallurgical studies.

Wyoming Gold conducted an exploration drill program in 2007 and 2008. Thirty-five diamond core drill holes were completed for a total of 25,500 feet. The exploration permit, 360DN, has been terminated and the bond released. The focus of that work was to confirm and potentially expand the mineralized body outlined in the previous drill campaigns, increase the geologic and geochemical database leading to the creation of the current geologic model and mineralization estimate, and to provide material for further metallurgical testing. The CK Gold historic assay database for some 120 holes contains 8,357 gold assays and 8,225 copper assays. At least 10 different organizations or individuals conducted metallurgical studies on the gold-copper mineralization at the request of prior operators between 1973 and 2009. It was concluded that the process with the highest potential to yield good extractions of gold and copper would likely be flotation, followed by cyanidation of the flotation tailings.

Geological Summary of the CK Gold Project

The CK Gold Project is underlain by Proterozoic rocks that make up the southern end of the Precambrian core of the Laramie Range. Metavolcanic and metasedimentary rocks of amphibolite-grade metamorphism are intruded by the 1.4-billion-year-old Sherman Granite and related felsic rocks. Within the project area, foliated granodiorite is intruded by aplitic quartz monzonite dikes, thin mafic dikes and younger pegmatite dikes. Shear zones with cataclastic foliation striking N60°E to N60°W are found in the southern part of the Silver Crown district, including at CK Gold. The granodiorite typically shows potassium enrichment, particularly near contacts with quartz monzonite. Copper and gold mineralization occur primarily in unfoliated to mylonitic granodiorite. The mineralization is associated with a N60°W-trending shear zone and disseminated and stockwork gold-copper deposits in the intrusive rocks. Some authors have categorized it as a Proterozoic porphyry gold-copper deposit. Hydrothermal alteration is overprinted on retrograde greenschist alteration and includes a central zone of silicification, followed outward by a narrow potassic zone, surrounded by propylitic alteration. Higher-grade mineralization occurs within a central core of thin quartz veining and stockwork mineralization that is surrounded by a zone of lower-grade disseminated mineralization. Disseminated sulfides and native copper with stockwork malachite and chrysocolla are present at the surface, and chalcopyrite, pyrite, minor bornite, primary chalcocite, pyrrhotite, and native copper are present at depth. Gold occurs as free gold.

The CK Gold exploration property contains oxide, mixed oxide-sulfide, and sulfide rock types. At the stated cutoff grade 0.015oz AuEq/ton, approximately 80% of the resource is sulfide material with the remaining 20% split evenly between the oxide and mixed rock types. There is consistent distribution of gold and copper, albeit generally low-grade, throughout this potential open-pit type deposit.

U.S Gold Corp. CK Gold Exploration Activities

In 2017, we performed two geophysical surveys at CK Gold. A district-wide ground magnetic survey was completed in June 2017 and an induced polarization study was completed in October 2017. In addition, a complete compilation of the historic drilling database was done. The compilation was critical to verifying the northwest extension target. After the detailed geophysical studies were completed and interpreted, we developed exploration drill targets. The exploration drill program was completed in the fall of 2017.

Preliminary Economic Assessment – CK Gold Property, WY

A Preliminary Economic Assessment (“PEA”) for the historic CK Gold deposit was updated by Mine Development Associates (MDA) and reported January 11, 2018. This PEA was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”), which differ from SEC Industry Guide 7. This PEA is preliminary in nature and should not be considered to be a pre-feasibility or feasibility study, as the economic and technical viability of the CK Gold Project have not been demonstrated at this time. Therefore, there can be no certainty that the estimates contained in the PEA will be realized. None of our properties contain any proven and probable reserves under SEC Industry Guide 7, and all of our activities on all of our properties are exploratory in nature.

2017 Drill Results – CK Gold Property, WY

On January 30, 2018, we announced the results of our 2017 exploration drill program at CK Gold. Hole CK17-01rc was a western step out hole from the historic deposit. The hole encountered mineralization of gold, copper, silver and zinc. Permitting and bonding for drilling at CK Gold through a “Notification of Intent to Explore for Noncoal Minerals” was approved by the State of Wyoming Department of Environmental Quality based in Cheyenne, Wyoming. Assay results and interval thicknesses obtained in CK17-01rc were similar in value and character to assay intervals encountered in the CK Gold deposit “main zone.” Assay results and characteristics of mineralization in this hole indicated the presence of a heretofore previously undiscovered zone of significant mineralization on the CK Gold project.

2018 Drill Results – CK Gold Property, WY

In October 2018, we announced the results of our 2018 eight-hole reverse circulation exploration drill program at CK Gold. The eight holes indicated that the CK Gold mineralization extended to the west, at least 200 meters, and maintains the historically measured and reported widths and depth to the deposit.

Drill Hole Analysis at CK Gold Property, WY

On February 21, 2019, we announced that Datamine of Denver, CO, completed a comprehensive drill hole analysis of our CK Gold gold-copper-silver-zinc deposit. Datamine included all of the historic drilling database and the step-out drill programs conducted by us in 2017 and 2018.

The Datamine study was designed to:

● Organize the entire drill hole database for three-dimensional modeling purposes to include all the potential economic metals, not just gold and copper as previously modeled; ● Provide detailed statistical analyses for informative and strategic interpretations; ● Provide wireframe, closed, shapes and grade shells for the deposit; and ● Provide indications, if any, for locations of additional discovery.

The Datamine updated exploration model indicates that the deposit potentially remains open to the southwest and also to the southeast and appears to have a curved configuration as opposed to a more confined, previous west-northwestward tabular configuration. The Datamine exploration model also illustrates various isoshells for gold, copper, silver and zinc.

We plan to use this new digital exploration model to assist with a future potential exploration drilling program that we believe could provide an opportunity to discover additional prospective ore extensions. We also plan to further explore for and characterize the high-grade target zones of mineralization within the deposit. We have reviewed the conclusions from the Datamine exploration model and have developed additional exploration programs based upon the results. We are also re-examining all existing regional exploration data for the purpose of identifying additional new target opportunities in the vicinity of CK Gold.

For fiscal 2020, the majority of our efforts focused on advancing the CK Gold project further towards an eventual production decision. This work of advancement continued in our fiscal 2021. Multiple outside contractors have been engaged for additional metallurgical, environmental, baseline and hydrological studies.

CK Gold Quality Control Procedures for Drilling, Sampling and Assaying

The CK Gold PEA outlines the drilling procedures; sample preparation, analysis and security; and data verification for historic drilling at CK Gold. MDA concludes that “data verification procedures support the geological interpretations and confirm the database quality. Therefore, the CK Gold database is adequate for estimating a potential mineral resource.” We continue to apply industry standard practices for drilling and sampling at CK Gold.

Specifically, drilling carried out in 2017 and 2018 by AK Drilling of Butte, Montana using a reverse circulation (“RC”) drill rig, followed industry standards. RC cuttings were run through a rotary splitter on the drill as drilling advanced, which is industry standard, and a representative sample collected from the discharge point of the splitter. Chip samples were bagged and labeled by the drillers and then shipped to Bureau Veritas Mineral Laboratories (“BV Labs”) in Sparks, NV for analysis. BV Labs crushed, split and pulverized 250g of rock to 200 mesh and fire assayed the samples. Assay certificates were received, analyzed, summarized and reported by our geologic team. As standard practice, certified blanks and standards were inserted into the sample stream at the lab on regular intervals, by us and BV Labs. As assay results were received the analyzed assay values for given blanks or standards were visually compared to the expected assay values, and if they fell within the expected range of deviation as provided by the blank-standard provider, they were considered “passed” and the assay results can be relied upon. If the analyzed results did not fall within the expected range of deviation, the blank or standard was considered “failed” and BV Labs was asked to re-run the blank or standard for gold fire-assay, along with the preceding two drill hole samples and the two proceeding the failed blank or standard. When re-run assay results were received, they were compared with the original results and deemed acceptable or not. All results to date have met our acceptability using the above-mentioned protocols.

On May 26, 2020, we announced our intention to advance the CK Gold Project towards the Pre-Feasibility Study level. Highlights of the anticipated activities included:

● Additional core drilling for detailed metallurgical testing and process optimization ● Remodeling of resources to incorporate new drilling and silver ● Analysis of silver on overall economics ● Analysis of processing rate ● Commencement of baseline studies ● Hydrology studies ● Mine plan engineering and permitting advancement

On September 9, 2020, we announced an exploration update and drilling commenced on September 3, 2020. We also announced a relogging of all the historic core and commencement of baseline environmental, geotechnical and hydrological studies.

On November 5, 2020, we announced a Pre-Feasibility update including:

● August initiated PFS Study for the CK Gold Project with associated consultants ● August 5th commenced complete re-log of historic drill core with oversight from highly experience consulting geologists ● September 5th kick-off meeting with diamond drill crew at project site ● October 2nd completed last of seven diamond core drill holes totaling 4,651 ft (1,418 m) to gather metallurgical samples from representative areas of the known resource ● October 3rd initiated the first of five planned geotechnical and hydrological diamond core holes to be completed in early November. Approximately 4,800 ft planned ● October 15th R/C drill rig on site to commence drilling on 6 well/monitoring holes for site water characterization and up to 10 exploratory holes aimed at infill drilling to convert inferred resource to measured/indicated category, as well as expand limits of known resources. Drilling will continue into November dependent on weather and progress and we anticipate a total footage of 12,000 ft before we demobilize for winter ● Contracted hydrological consultants to characterize local groundwater hydrology, open pit hydrology and surface hydro-geochemistry. Also, to establish project baseline for the natural hydrological conditions. Falling head and packer testing is ongoing during the drilling program ● Contracted geotechnical consultants to establish open pit stability and design parameters. Specific geotechnical logging, point load testing and lab sample selection is ongoing during the drilling program ● Contracted local environmental and permitting specialist to assist with environmental baseline program design and capture, permit application preparation. This includes the deployment of a monitoring station and assessment of drainages for any potential wetland impact ● Monitoring the delivery, chain of custody and QA/QC for assay values at the laboratory, prioritizing metallurgical samples to allow metallurgical work to commence later in the year as soon as representative composites can be identified once assay results are in

On December 2, 2020, we announced an end of field season update for the CK Gold Project.

Highlights of Field Activities:

● 11,655 man-hours worked with no lost time or medical reportable injuries ● No COVID-19 related cases reported ● No environmental incidents reported ● Over 100,000 ft of historic core relogged to foster a better geological interpretation of the resource ● 10,562 ft of core drilling captured material for metallurgical testing, geotechnical and hydrological characterization at an all-in cost of $83/ft (less assays) ● 8,495 ft of reverse circulation drilling conducted to further explore and convert inferred resources to measured and indicated at an all-in cost of $68/ft (less assays)

● 2,370 ft of monitoring wells drilled to establish hydrological regime at the project site and commence monitoring for environmental baseline in support of eventual permit applications ● Geotechnical logging of 4,910 ft of core to establish pit slope stability characteristics including the installation of vibrating wire piezometers in four holes for slope design and eventual monitoring ● Falling head and packer tests on several holes conducted to build a hydrological model aimed at establishing both open pit operational criteria and options for post mining land use of the open pit ● A soil sampling program conducted to cover the entire lease area aimed and exploration and condemnation for future plant construction ● Wetlands and surface water surveyed to characterize the site for future permitting, allowing avoidance of sensitive areas and support eventual permit application ● A meteorological station established to gather baseline conditions for eventual permitting

On December 16, 28 and 29, 2020, we announced drilling results from the CK Gold Project for four metallurgical holes. Highlights included 78.3 meters (257 feet) of 5.708 g/t gold equivalent from surface for hole CK20-04cB.

On January 27, 2021, we announced a CEO update on its CK Gold Project advancements including:

● Update on 2020 field activities at the CK Gold Project in Wyoming ● Announcement of encouraging initial project drill results ● Advancement of the CK Gold Project to the Pre-Feasibility Study

On February 23, 2021, we announced the CK Gold Project showed community support in Wyoming. On March 8, 2021, we announced an update on CK Gold Project metallurgy. On March 30, 2021, we announced a CK Gold Project update and additional drill results.

On May 4, 2021, we announced our plans for our summer 2021 field season activities at the CK Gold Project.

Keystone Project, Cortez Trend, Nevada

Location

The Keystone Project consists of 650 unpatented lode mining claims situated in Eureka County, Nevada. The claims making up the Keystone Project are situated in Eureka County, Nevada in Sections 2-4 and 9-11, Township 23 North, Range 48 East, and Sections 22-28, and 33-36 Township 24 North, all Range 48 East of the Mount Diablo Meridian.

Figure 2 – Location of Keystone Project and Major Gold Trends in Nevada

Figure 3 – Keystone Project Claim Boundaries

The Keystone Project is accessible via dirt roads. Navigation through the interior of the project is by off-road vehicle.

Title and Ownership for Keystone Project

The Keystone Project consists of unpatented mining claims located on federal land administered by the U.S. Bureau of Land Management (“BLM”). An annual maintenance fee of $165 per claim per year must be paid to the Nevada BLM by September 1 of each year, and failure to make the payment on time renders the claims void.

In addition, the State of Nevada requires the claimant to file an Affidavit and Notice of Intent to Hold in the appropriate county by November 1 of each year. However, the failure to timely record an Affidavit does not affect a forfeiture of the claims, as does the failure to pay the federal claim maintenance fees by September 1. Instead, in the event of a conflict with a junior locator, the senior claimant must prove his intent to maintain the claims. This can generally be accomplished by producing a receipt showing payment of the federal claim maintenance fees to the BLM.

The federal claim maintenance fees are prospective and are paid for the ensuing assessment year. For example, payments made in August 2019 relate to the 2019-2020 assessment year running from September 1, 2019 to September 1, 2020. By comparison, the Nevada filings are retrospective, describing the assessment year just ended or about to end.

Congress has extended the claim maintenance requirements indefinitely. It will therefore be necessary for us to perform the following acts in order to maintain the claims in 2019-2020 and each year thereafter: (1) on or before September 1 of each year, we must pay a maintenance fee of $165 per claim to the Nevada BLM, and (2) on or before November 1 of each year we must record an Affidavit and Notice of Intent to Hold in Eureka County.

We acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC and Americas Gold Exploration, Inc. (“Americas Gold”). Some of the Keystone claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, Nevada Gold Ventures, LLC retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. The unpatented mining claims comprising the Keystone Project, with applicable NSR obligations, are as follows:

1. Acquired 100% from Americas Gold; subject to a one percent (1%) NSR held by Wolfpack Gold Nevada Corp.; a two percent (2.0%) NSR with respect to precious metals and one percent (1.0%) NSR with respect to all other metals and minerals held by Orion Royalty Company, LLC; and a one-half percent (0.5%) NSR to Nevada Gold Ventures, LLC.

27 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 33 and 34, Township 24 North, Range 48 East, and Sections 3, 4, 9, and 10, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

2. Acquired 100% from Americas Gold; subject to a three and one-half percent (3.5%) NSR to Nevada Gold Ventures, LLC

13 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 27, 28 and 35, Township 24 North, Range 48 East, and Sections 2 and 3, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

3. Acquired 100% from Nevada Gold Ventures, LLC; subject to a three and one-half percent (3.5%) NSR to Nevada Gold Ventures, LLC

28 unpatented lode mining claims situated in Eureka County, Nevada, in Sections 2 & 11, Township 23 North, Range 48 East, Mount Diablo Base Line and Meridian.

4. Acquired 50% from Nevada Gold Ventures, LLC, 50% from Americas Gold, subject to a three and one-half percent (3.5%) NSR to Nevada Gold Ventures, LLC

216 unpatented lode mining claims, alphabetically ordered, situated in Eureka County, Nevada, in Sections 22, 23, 24, 25, 26, 27, 28, 33, 34, 35 & 36, Township 24 North, Range 48 East, Mount Diablo Base Line and Meridian.

Under the terms of the Purchase and Sale Agreement, we may buy down 1% of the NSR owed to Nevada Gold Ventures LLC at any time through the fifth anniversary of the closing date for $2,000,000. In addition, we may buy down an additional 1% of the NSR owed to Nevada Gold Ventures, LLC anytime through the eighth anniversary of the closing date for $5,000,000. At April 30, 2021, we have not bought down any portion of the NSR. The decision to make a buy down payment would be driven by our progress in identifying an economic mineral resource, coupled with financial factors, such as available cash or an expressed interest by larger producing companies to enter into joint ventures or development arrangements. We are not in a position to make such a buy down payment at this time.

History of Prior Operations and Exploration on the Keystone Project

No comprehensive, modern-era, model-driven exploration has ever been conducted on the Keystone Project. Newmont drilled 6 holes in the old base metal and silver Keystone mine area in 1967 and encountered low grade (+/- 0.02 opt) gold intercepts. Chevron staked the property in 1981-1983 and drilled 27 shallow drill holes, continued by an agreement with USMX that drilled an additional 19 shallow holes; significant amounts of low grade and anomalous gold were intersected, but results were considered uneconomic, and the project was dropped. In 1988 and 1989, Phelps Dodge acquired a southern portion of the district and drilled 6 holes, one of which contained gold mineralization in its total depth and was subsequently deepened in 1990 resulting in over 200’ of low-grade gold mineralization. About this time Coral Resources acquired a northern portion of the property and drilled 21 shallow holes to follow-up previous drill intercepts. 1995-1997, Golden Glacier, a junior company, acquired the north end of the district, and Uranerz a portion of the southern area; 6 holes were drilled in the north and only 2 holes in the south, respectively. The entire district was dropped by all parties.

In 2004, with the discovery of Cortez Hills and escalating gold prices, Nevada Pacific Gold, Great American Minerals (Don McDowell), and Tone Resources (Dave Mathewson) competed in claim staking the entire district. Subsequently, Don McDowell, founder of Great American Minerals approached Placer Dome (prior to Barrick acquisition) who discovered Pipeline and Cortez Hills, and who correctly recognized the Keystone district potential. Placer Dome entered into separate joint venture agreements with Nevada Pacific and Great American. The following year Barrick Gold bought Placer Dome and dropped all Placer Dome’s Nevada exploration projects and joint ventures, including Keystone. In 2006, Nevada Pacific and Tone were purchased by McEwen Mining. McEwen Mining, drilled 35 holes mostly near the north end of the district; targeting the range front pediment and the historic Keystone Mine. McEwen Mining dropped their Keystone claims and quit claimed them to Dave Mathewson and NV Gold Ventures. NV Gold Ventures and American Gold staked their own additional claims in the district. This expanded group of claims was acquired in the original Keystone Purchase Agreement. We have staked additional claims in the district, such as Potato Canyon, since acquiring the project.

Geological Potential of the Keystone Project

To date, a technical report has not been prepared on the Keystone Project. Keystone is positioned on the prolific Cortez gold trend, one of the world’s leading gold producing regions. The Keystone Project is centered on a granitic intrusion that warped the local Paleozoic stratigraphy into a dome, allowing for exposure of highly favorable Devonian, Carboniferous (Mississippian-Pennsylvania) and Permo-Triassic rocks including key likely host rocks for mineralization, the silty carbonate strata of the Horse Creek Formation and the Wenban limestone, as well as possible sandy clastic units of the Diamond Peak Formation. The Horse Canyon and Wenban rocks are the primary host rocks at the nearby Cortez Hills Mine and Gold Rush deposit currently operated by Barrick Gold.

Keystone Plan of Operations (POO) Approval and Fall 2018 Drill program

On September 7, 2018 the U.S. Federal Government’s Department of the Interior, BLM approved the previously filed Environmental Assessment (EA) and Plan of Operations (POO) for our Keystone Project on Nevada’s Cortez Gold Trend. The POO was subject to additional oversight and approval from the Nevada Department of Environmental Protection (NDEP), which was received at the end of October 2018. Exploration related disturbance and reclamation bonding is possible in multiple phases of up to 50 acres each up to a total of 200 acres. On October 10, 2018, we received a letter from the BLM giving notice to proceed with our previously filed 2018 exploration plan. In September 2018, we advanced an additional reclamation bond payment of $319,553 for the first 50-acre disturbance. Total reclamation bond balance on the Keystone project total $355,347. After receiving all final permits and sign offs for road work, drill pad and surface disturbance, in November 2018, we commenced our Autumn 2018 drilling program at Keystone.

Master of Science Thesis – Keystone Property, NV

Gabriel E. Aliaga (“Gabriel”) is a Geology major at the University of Nevada, Reno, studying under Dr. Michael W. Ressel. Over the past two years, Gabriel worked on the Keystone project under a sponsorship by us. Gabriel worked directly with Dave Mathewson, our former Vice President of Exploration, and Tom Chapin, Senior Consulting Geologist.

Gabriel completed his Master of Science Thesis in Geology (“Master Thesis”) entitled, “Igneous Geology of the Keystone Window, Simpson Park Mountains, Eureka County, Nevada: Age, Distribution Composition and Relationship to Carline-style Gold Mineralization”, dated December 2018.

Gabriel’s Master Thesis focused on the geology of the Keystone project. Before his work there was relatively little quality historical information data generated in the Keystone district. Gabriel’s work increased our overall understanding of the geology and opportunity of the Keystone district and resulted in important understandings of the district geology and age dating of the intrusives and associated hydrothermal gold systems at Keystone. It also provided some valuable timing information and mineral association characterization ranging from skarn mineralization to the broad, pervasive, epithermal-style mineralization.

We believe we are exploring a complex early Tertiary gold system comparable in size and character to many of the known large gold systems. The multiple and clustered intrusives and extrusives at Keystone range in composition from intermediate to very siliceous. All of the dates from numerous samples of these intrusive and extrusive rock units are early Tertiary (Eocene) in age and range from about 36 to 34.5Ma (million years ago). Age dating of illite alteration of andesite dikes at Keystone, believed to be associated with a major gold-epithermal event, provided dates of 35.71+/- 0.12Ma, and 35.54+/- 0.06Ma. These Keystone dates compare very closely with reported mineralization-related age dates from the major Cortez Hills gold deposit to the north, ranging from 35.70 +/-0.14 to 35.31 +/-0.37Ma (Arbonies, DG, Creel, KD, and Jackson, ML, 2010, Geological Society of Nevada Symposium Volume p.457).

In addition, Keystone has an important and large aeromagnetic expression of about 25sq km; this geophysical anomaly is comparable in size to those of the central and south Carlin and Battle Mountain District aeromagnetic expressions. Our geologists believe the hydrothermal gold system at Keystone is roughly comparable in size to those within the Twin Creeks, Battle Mountain, Carlin Trend, and Cortez Districts.

On July 8, 2019, U.S. Gold Corp. announced that two new technical updates for the Keystone Project have been uploaded to their website. An updated Keystone Technical Presentation analysis is a follow up to the previous December 2017 Keystone Technical Presentation.

In addition, U.S. Gold Corp. announced it received an updated report from Thomas Chapin. Tom has been U.S. Gold Corp.’s Senior Consulting Geologist and has worked diligently over 3 years mapping the entire Keystone district.

2019 Drill Program at Keystone Property, NV

On June 6, 2019, we announced the commencement of the 2019 drilling program at the Keystone Project. The program was designed to test several drill targets in areas previously inaccessible with a drill because of permitting limitations and follow up on encouraging results from late 2018 drilling. Identification and qualification of these targets has been in progress since the onset of the exploration program almost 4 years ago. This targeting effort has included iterative detailed gravity surveys, detailed geological mapping and associated prospecting, rock sampling and detailed gridded soil surveys, in addition to prior scout hole drilling. 2016-2018 scout-type drill holes, comprised of 34 individual holes drilled from 15 total drill sites, have importantly added to the knowledge of, and geological understandings of the permissive lithologies and favorable stratigraphy of the project. Scout drilling encountered thick sections of permissive host rocks, including Comus, Horse Canyon, Wenban, and Roberts Mountains Formations (similar host rock packages to the sizeable deposits at the north of the Cortez Trend), hosting anomalous to multiple gram gold intervals associated with very anomalous and thick intervals of pathfinder metals. The 2019 drilling program provided a first test to some of the most compelling targets on the Keystone project.

On November 12, 2019, U.S. Gold Corp. announced results of its 2019 drilling program and receipt of all the drill-hole assay results from the 20 square mile Keystone project, in Nevada’s Cortez Trend. This program was comprised of six reverse circulation target assessment holes, and one core hole to follow up on the encouraging results from last year in hole Key18-09rc. The seven holes comprise a total of 13,177 feet (4,016 m), testing specific drill targets within four target areas, including the Sophia, Tip Top, Sophia South and Nina Skarn target areas (see the map below).

Five of the seven holes intersected significant gold assays, highlighted by Key19-05rc, the first ever drill-hole test of the Nina Skarn target, a +700m long coincident gold-bismuth-tellurium rock and soil anomaly defined by surface sampling in 2018. Key19-05rc encountered two thick intervals of strong, mostly oxide gold mineralization: 67.06m of 0.194 gpt from 12.2m and 76.2m of 0.224 gpt from 150.9m (see the photo below).

Of note, anomalous gold mineralization is present throughout the entire thickness of skarn altered Upper and Lower Plate rocks drilled, from surface to 414.5m. Cyanide solubility assays were run on selected intervals and demonstrate as much as 90% of the contained gold is cyanide soluble within one hour, suggesting this style of mineralization is amenable to cyanide extraction. Detailed intercepts for Key19-05rc are given below in Table 1. The entire assay sequence of the hole, including visual metallurgical and cyanide soluble characteristics, is attached below to better illustrate grade continuity (see link below: Figure 4: Key19-05rc Gold Assays and Metallurgical Characteristics), along with a cross section of the drill-hole (see link below: Figure 5: Key19-05rc Cross-section). True thicknesses are unknown at this time.

The potential to expand upon mineralization encountered in Key19-05rc along the +700m Nina Skarn anomaly is good, with overall additional potential for 2km strike-length along the Walti stock contact. To the north of Nina Skarn, near the old Keystone mine, rock chip samples of skarn with +27 gpt Au assays are present, and to the south of Key19-05rc, 6m of 1.13 gpt Au was encountered last year in Key18-09rc, hosted in Comus skarn. See the attached figure below, which illustrates these points and surface Au-Bi-Te anomalies relative to Key19-05rc (Figure 6. Gold Skarn Potential Areas of Keystone).

Key19-05rc From (m) To (m) Length (m) Au intercept (gpt) 12.2 77.7 67.06 0.194 Including 12.2 19.8 9.14 0.333 and 36.6 65.5 30.48 0.273 150.9 225.6 76.2 0.224 including 150.9 175.3 25.91 0.167 and 182.9 207.3 25.91 0.408 including 187.5 198.1 12.2 0.706

Table 1. Key19-05rc Gold Intercepts

Figure 4. Key19-05rc Gold Assays and Metallurgical Characteristics

Figure 5. Key19-05rc Cross Section

Figure 6. Gold Skarn Potential Areas of Keystone

Nearly all of the holes drilled in Phase One encountered moderate to thick intervals of anomalous gold with moderate to locally very strongly associated pathfinder metals, within both Carlin-style and skarn style mineralization. Essentially all significant gold intercepts are hosted in one or more of several previously defined prospective Upper Plate and Lower Plate host rock environments, where favorable structures are also present. These host areas include: Lower Valmy-Comus units, along the Roberts Mountains Thrust (Upper Plate-Lower Plate contact), Devonian Horse Canyon-Wenban contact, and Wenban Unit 5. Holes that intersected significant gold assay intervals greater than 0.300 gpt are provided in Table 2 below, along with visual metallurgical characteristics.

Table of Intercepts for 2019 Keystone Core-RC drilling Au >0.300 gpt Hole No. From ft To ft From m To m Length ft Length m Au opt Ag opt Au gpt Ag gpt Notes Key19-01c 1317 1321.9 401.4 402.9 4.9 1.5 0.062 - 2.112 - oxide Key19-02rc 305 315 93.0 96.0 10 3.0 0.015 - 0.530 - mixed 355 360 108.2 109.7 5 1.5 0.012 - 0.397 - mixed 735 740 224.0 225.6 5 1.5 0.016 - 0.538 - oxide 1775 1780 541.0 542.5 5 1.5 0.010 - 0.327 - sulfide Key19-03rc 300 305 91.4 93.0 5 1.5 0.041 - 1.411 - oxide within 300 315 91.4 96.0 15 4.6 0.028 - 0.954 - oxide 825 830 251.5 253.0 5 1.5 0.017 - 0.576 - sulfide Key19-05rc 40 45 12.2 13.7 5 1.5 0.040 - 1.361 - oxide 120 125 36.6 38.1 5 1.5 0.011 - 0.392 - oxide 135 140 41.1 42.7 5 1.5 0.010 - 0.336 - oxide 155 175 47.2 53.3 20 6.1 0.013 - 0.456 - oxide 195 205 59.4 62.5 10 3.0 0.012 - 0.412 - sulfide 565 570 172.2 173.7 5 1.5 0.009 - 0.316 - oxide 615 655 187.5 199.6 40 12.2 0.021 - 0.706 - oxide 730 735 222.5 224.0 5 1.5 0.023 - 0.773 - oxide 1090 1095 332.2 333.8 5 1.5 0.023 - 0.780 - oxide 1200 1205 365.8 367.3 5 1.5 0.010 - 0.347 - oxide Key19-06rc 1395 1400 425.2 426.7 5 1.5 0.010 - 0.327 - sulfide 1410 1415 429.8 431.3 5 1.5 0.009 - 0.304 - sulfide 1420 1425 432.8 434.3 5 1.5 0.009 - 0.312 - sulfide

Table 2. Keystone 2019 Phase One Significant Gold Intercepts

We continue to analyze the 2019 Keystone drilling results in context with all of the prior drilling, geophysical surveys, mapping and geochemistry.

On May 20, 2020, we announced a proposed 2020 Keystone exploration program, subject to us obtaining additional financing.

On August 25, 2020, we announced the publication of a technical report on the Keystone project by the Geological Society of Nevada.

On May 19, 2021, we announced we received Bureau of Land Management (BLM) approval for an additional 50 acres of disturbance under the effective Plan of Operations (POO) for Keystone. We advanced the required reclamation bond. We also announced potential interest in the Keystone project from various industry partners for potential joint venture opportunities.

Quality Control Procedures for Keystone

We apply industry standard practice to quality control of drilling, sampling and assaying. Drilling at Keystone was carried out in 2019 by Envirotech Drilling LLC of Winnemucca, NV using a reverse circulation drill rig. RC cuttings were run through a rotary splitter on the drill as drilling advanced, which is industry standard, and a representative sample collected from the discharge point of the splitter. Chip samples were bagged and labeled by the drillers and then picked up from the site by a Bureau Veritas Minerals Laboratories Technician and taken to their Elko prep facility. Samples were prepped in Elko and then the pulps were shipped by BV to their lab in Sparks, NV for analysis. BV Labs crushed, split and pulverized 250g of rock to 200 mesh and fire assayed the samples. Assay certificates were received, analyzed, summarized and reported by our geologic team. As standard practice, certified blanks and standards were inserted into the sample stream at the lab on regular intervals, by us and BV. As assay results were received the analyzed assay values for given blanks or standards were visually compared to the expected assay values, and if they fell within the expected range of deviation as provided by the blank-standard provider, they were considered “passed” and the assay results can be relied upon. If the analyzed results did not fall within the expected range of deviation, the blank or standard was considered “failed” and BV was asked to re-run the blank or standard for gold fire-assay, along with the preceding two drill hole samples and the two proceeding the failed blank or standard. When re-run assay results were received, they were compared with the original results and deemed acceptable or not. All results to date have met our acceptability using the above-mentioned protocols.

Gold Bar North Project, Cortez Trend, Nevada

In August 2017, we closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold Ventures LLC, pursuant to which we purchased all right, title and interest in the Gold Bar North Property, a gold exploration project located in Eureka County, Nevada. The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 1,500 shares of our common stock which were issued in August 2017. Gold Bar North consists of 49 unpatented lode mining claims situated in Eureka County, Nevada. We do not consider the Gold Bar North Property as a material property and are currently focusing the majority of our limited resources on exploration activities at the CK Gold, Keystone and Maggie Creek properties.

After an internal geological review of the Gold Bar North claims in 2020, we decided not to renew the GBN claims for 2021 and dropped the claims at the end of August 2020. This decision was based on allocation of our limited exploration budget to its other higher potential projects. Accordingly, we fully wrote-off the value of the Gold Bar claims and recorded an abandonment expense for the year-ended April 30, 2021.

Maggie Creek Project, Nevada

On September 10, 2019, we, 2637262 Ontario Inc., a corporation incorporated under the laws of the Providence of Ontario (“NumberCo”) and all of the shareholders of the NumberCo (the “NumberCo Shareholders”), entered into the Share Exchange Agreement, dated September 10, 2019 (the “Agreement”), pursuant to which, among other things, we agreed to issue to the NumberCo Shareholders 200,000 shares of our common stock in exchange for all of the issued and outstanding shares of NumberCo, with NumberCo becoming a wholly owned subsidiary.

NumberCo owns all of the issued and outstanding shares of Orevada Metals Inc. (“Orevada”), a corporation under the laws of the state of Nevada. At the time of acquisition, we acquired from NumberCo cash of $159,063, and assumed liabilities consisting of accounts payable totaling $125,670. As a result, we acquired Orevada’s right to an option agreement dated in February 2019 (the “Option Agreement”). The Option Agreement grants Orevada the exclusive right and option to earn-in and acquire up to 50% undivided interest in a property called Maggie Creek, located in Eureka County, Nevada by completing a $4.5 million in exploration and development expenditures (“Initial Earn-in”) and payment to Renaissance Exploration, Inc. (“Renaissance”), now Orogen Royalties, Inc. (OGN: TSX-V), the grantor, of $250,000. Orevada may elect within 60 days after making the $250,000 payment, to increase its interest by an additional 20% (total interest of 70%) by producing a feasibility study by the end of the ninth year of the Option Agreement.

Figure 8 – Location of Maggie Creek Project and Major Gold Trends in Nevada

History of Prior Operations and Exploration on the Maggie Creek Project

The Maggie Creek claims have been subjected to multiple exploration programs between 1974 and 2000, including geologic mapping, geochemical and geophysical surveys, and much shallow drilling. Parties who worked on the project include: USGS-Radtke, Campbell Trust, Amselco, Freeport, Western States, Getty Oil, Cordex, USMX, Fischer Watt, Barrick, Newmont and Teck. Of the 241 holes drilled historically, only 22 are deeper than 1,000 feet. Since 2000, Timberline Resources, Renaissance Gold and Orevada Metals held the property, completed limited data review and compilation, but completed no drilling or field work.

Figure 9 – Maggie Creek Project Claim Boundaries

Geological Potential of the Maggie Creek Project

Maggie Creek is located along the eastern side of the Carlin gold belt, directly northeast of Newmont Mining’s Gold Quarry mine. Mineralized northeast trending faults from Gold Quarry project onto the Maggie Creek claims, at surface and below the post-mineral Carlin Formation. The Gold Quarry mine is localized at the intersection of the northeast faults (Chukar-Alunite-Gold Quarry fault zone) with the west-northwest trending Good Hope fault. Good Hope parallel, gold bearing west-northwest trending faults have been mapped on the Maggie Creek claims (Cress fault), some of which contain gold bearing, altered felsic dikes which have been poorly mapped to date. Northeast and west-northwest fault zone intersection zones in the Maggie Creek claims are most prospective for ore deposition.

Favorable Roberts Mountains Formation carbonate rocks exposed at surface consist of thrust slices. At drillable depth, below the thrusts, in-place Lower Plate Rodeo Creek, Popovich, Roberts Mountains and Hanson Creek rocks are present. Detailed structural mapping where exposures allow will help define targets within these deeper units. Much of the gold encountered in drilling to date is likely an expression of system at depth.

U.S Gold Corp. Maggie Creek Exploration Activities

To date, we have completed limited work on the Maggie Creek project. Work has included historic data review and compilation, historic data field and paper verification, initial drill hole targeting and field visits. A detailed gravity survey was completed in late April 2020, which supports some historic geologic mapping. Historic drill collar location and surface mapping-sampling activities are ongoing. Surface mapping activities are focused on identifying gold bearing structural zones, dikes and their intersection zones.

On October 28, 2020, the Company announced an exploration update for Maggie Creek.

On April 7, 2021, we announced new targets for a Maggie Creek exploration drilling program including:

- Our intent to drill up to 5,000 feet (approx. 1,500 m) in up to 2 holes

- This program seeks to assess a new target concept below post-mineral cover to the east of Nevada Gold Mines’ Gold Quarry mine

- Target was developed using structural projections, gravity data and geochemistry

On June 30, 2021, we announced the successful completion of our Maggie Creek 2021 contractual exploration program, drilling 2 holes for 4,440 feet (1,353 meters). With these 2 holes, we satisfied our 2021 contractual exploration commitments at Maggie Creek and plans to review and results for future potential exploration programs.

The Challis Gold Project, Idaho

Challis Gold Project Acquisition

On August 10, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold King Acquisition Corp., a wholly owned subsidiary of us (“Acquisition Corp.”), Northern Panther Resources Corporation (“Northern Panther”) and the Stockholder Representative named therein, pursuant to which Acquisition Corp. merged with and into Northern Panther, with Northern Panther surviving as a wholly-owned subsidiary of us (such transaction, the “Merger”). The principal assets of Northern Panther Resource Corporation consisted of the Challis Gold Project in Idaho and cash.

Securities Purchase Agreement

In connection with the Merger, on August 10, 2020, we entered into a securities purchase agreement (the “SPA”) with certain investors (the “Purchasers”), pursuant to which we sold to the Purchasers in a private placement (i) an aggregate of 921,666 shares of our Series I Convertible Preferred Stock, par value $0.001 per share (the “Series I Preferred Stock”) and (ii) warrants to purchase an aggregate of 921,666 shares of Common Stock at an exercise price of $6.00 per share (the “Warrants”) for aggregate consideration of $5,530,004. The Series I Preferred Stock has substantially the same terms as the Series H Preferred Stock, except that each share of Series I Preferred Stock is convertible into one share of Common Stock, and is subject to an exchange cap. The Warrants are exercisable in whole or in part at any time, from time to time following the initial exercise date, terminate five years following the issuance, and are subject to an exchange cap. The closing of the issuance and sale of the Series I Preferred Stock and Warrants under the SPA closed on August 11, 2020.

The SPA includes customary representations and warranties and covenants.

The Challis Gold Project Overview

Figure 10: The Challis Gold Project Location in Idaho

The Challis Gold Project is located approximately 75 kilometers southwest of Salmon, Idaho, within the tertiary challis volcanic field. The Challis Gold Project is a low sulfidation, gold/silver epithermal vein and stockwork deposit localized along intersecting NW – NE trending shear structures in a window of sedimentary rocks exposed through the challis volcanics. The Project has a historic 43-101 (not current) resource of approximately 313,825 ounces of gold at a grade of 1.22 grams / ton gold, with a potential low strip ratio and exploration upside potential. Highlights include:

● Challis Gold Project is located about 75 kms SW of Salmon, ID and 20 kms SW of Revival Gold’s Beartrack Project, within the Tertiary Challis Volcanic Field ● Challis Gold is a low sulfidation, Au-Ag epithermal vein and stockwork deposit localized along intersecting NW – NE trending shear structures in a window of sedimentary rocks exposed through the Challis Volcanics ● Historic (not-current) 43-101 Resource of approximately 313,825 oz Au at a grade of 1.22 g/t Au, low strip ratio (Johnny’s Point) ● Idaho is ranked as world’s 8th best mining jurisdiction by the Fraser Institute; higher than any Canadian jurisdiction ● Nearby Idaho mining areas include the Stibnite Au project, Bear Track Au project, Delamar Ag-Au mine, Coeur d’Alene Ag-Zn-Pb mines, Black Pine Au mine and Thompson Creek Mo mine

On May 26, 2021, we announced an exploration and operational update for the Challis Gold Project in Idaho. Highlights included:

- Challis Gold Project, continues towards a Plan of Operations (PoO) as the next phase of exploration

- Mapping, geochemical and geophysical surveys planned in second half of 2021

- Potential strategic joint-venture partners have expressed interest in Challis

Competition

We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of minerals. Therefore, we will likely be able to sell minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as explosives or large equipment tires, and certain equipment such as bulldozers and excavators and services, such as contract drilling that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need, we may have to suspend our exploration plans until we are able to secure them.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally. We will also be subject to the regulations of the BLM with respect to mining claims on federal lands.

Future exploration drilling on any of our properties that consist of BLM land will require us to either file a Notice of Intent (NOI) or a Plan of Operations with the BLM, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is required for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period.

Environmental Permitting Requirements

Various levels of governmental controls and regulations address, among other things, the environmental impact of mineral mining and exploration operations and establish requirements for reclamation of mineral mining and exploration properties after exploration operations have ceased. With respect to the regulation of mineral mining and exploration, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission limits and other design or operational requirements for various aspects of the operations, including health and safety standards. Legislation and regulations also establish requirements for reclamation and rehabilitation of mining properties following the cessation of operations and may require that some former mining properties be managed for long periods of time after mining activities have ceased.

Our activities are subject to various levels of federal and state laws and regulations relating to protection of the environment, including requirements for closure and reclamation of mineral exploration properties. Some of the laws and regulations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the Federal Land Policy and Management Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and related state laws in Nevada. Additionally, much of our property is subject to the federal General Mining Law of 1872, which regulates how mining claims on federal lands are located and maintained.

The State of Nevada, where we focus our mineral exploration efforts, requires mining projects to obtain a Nevada State Reclamation Permit pursuant to the Mined Land Reclamation Act (the “Nevada MLR Act”), which establishes reclamation and financial assurance requirements for all mining operations in the state. New and expanding facilities are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada MLR Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance on private lands.