Termination of Material Agreement (Form 8-K)

Item 1.02. 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. 333-286946) filed by the Company with the Securities and Exchange Commission (the "SEC") on May 2, 2025, and the Company filed a prospectus supplement, dated June 9, 2025, with the SEC in connection with the offering contemplated by the Sales Agreement.

On October 10, 2025, the Company provided Cantor with notice of termination of the Sales Agreement, with such termination to be effective October 20, 2025 in accordance with the terms of the Sales Agreement, due to the Company no longer being eligible to use Form S-3. The Company will not incur any termination penalties as a result of its termination of the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on June 9, 2025 and is incorporated herein by reference.