SecProbe.io

CORRESP
1
filename1.htm

February
21, 2024

By
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. John Coleman, Ms. Jenifer Gallagher and Mr. Karl Hiller

    Re:
    U.S.
    Gold Corp.

    Form
    10-K for the fiscal year ended April 30, 2023

    Filed
    July 31, 2023

    File
    No. 001-08266

Dear
Messrs. Coleman and Hiller, and Ms. Gallagher:

On
behalf of U.S. Gold Corp. (the “Company”), set forth below is the response of the Company to the comments received
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in the letter dated February 6, 2024 (the “Comment Letter”) regarding the above-referenced Form 10-K for the fiscal
year ended April 30, 2023 that was filed via EDGAR on July 31, 2023 (the “Form 10-K”). For ease of reference, the
text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.

Form
10-K

Mineral
Reserves and Mineral Resource, page 9

 1. Please
                                            expand your resource and reserve disclosures to include the metallurgical recovery, along
                                            with the point of reference, to comply with Item 1304(d)(1) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and will revise the disclosure regarding its mineral resource and mineral reserve
estimates to include additional discussion regarding metallurgical recoveries. The revised resource and reserve tables showing the additional
disclosure are set forth below. The Company proposes to include this revised disclosure in future filings, beginning with its
Annual Report on Form 10-K for the fiscal year ended April 30, 2024.

Davis
Graham & Stubbs LLP ▪ 1550 17th Street, Suite
500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com

U.S.
Securities and Exchange Commission

February
21, 2024

Page
2

CK
Gold Project – Summary of Gold, Copper and Silver Mineral Resources

at
April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

    Mass
    Gold (Au)
    Copper (Cu)
    Silver (Ag)
    Au Equivalent
(AuEq)

    Tons (000’s)
    Oz (000’s)
    oz/st
    lbs (millions)
    %
    Oz (000’s)
    oz/st
    Oz (000’s)
    oz/st

    Measured (M)
      1,000
      6
      0.019
      2
      0.196
      100
      0.05
      2
      0.024

    Indicated (I)
      10,500
      94
      0.01
      30
      0.15
      450
      0.03
      138
      0.016

    Measured and Indicated (M + I)
      11,500
      100
      0.014
      32
      0.16
      550
      0.039
      140
      0.018

    Inferred
      22,500
      235
      0.01
      68.3
      0.152
      323
      0.014
      357
      0.016

    (1)
    Mineral
    Resources tabulated at a breakeven cutoff grade of (0.0107 – 0.0088) AuEq oz/st, 0.009 AuEq oz/st average are calculated using
    metal pricing, operating costs and metallurgical recovery shown in footnotes (4), (5) and (6) below.

    (2)
    Columns
    shown above may not sum due to rounding.

    (3)
    Mineral
    Resource estimates shown above are reported exclusive of Mineral Reserves.

    (4)
    Metal
    contributions are dependent on the mineralization type and the overall recoveries are shown below:

    Mineralization
    Type

    Overall
                                            Metallurgical

    Recovery
    (%)

    Gold
    recovery

    70%

    Copper
    recovery

    79%

    Silver
    recovery

    58%

    (5)
    Breakeven
    cutoff grades were estimated using the following operating costs: $7.50/ton milled processing, $1.50/ ton milled G&A, $1.75/ton
    mined contractor mining.

    (6)
    Mineral
    Resources are estimated using metal prices of $1,625/oz gold, $3.25/lb copper, and $18/oz silver.

    (7)
    Mineral
    Resources are reported in dry short tons.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
3

CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves

at
April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

    Mass
    Gold (Au)
    Copper (Cu)
    Silver (Ag)
    Au Equivalent (AuEq)

    Tons (000’s)
    Oz (000’s))))
    oz/st
    lbs (millions)
    %
    Oz (000’s)
    oz/st
    Oz (000’s)
    oz/st

    Proven Mineral Reserves
      29,600
      574
      0.019
      118
      0.198
      1,440
      0.049
      757
      0.026

    Probable Mineral Reserves
      40,700
      440
      0.011
      130
      0.160
      1,220
      0.030
      679
      0.017

    Proven and Probable Mineral Reserves
      70,400
      1,010
      0.014
      248
      0.176
      2,660
      0.038
      1,440
      0.020

    (1)
    Mineral
    Reserves tabulated at a breakeven cutoff grade of (0.0107 – 0.0088) AuEq oz/st, 0.009 AuEq oz/st average are calculated using
    metal pricing, operating costs and metallurgical recovery provided in footnotes (3), (4) and (5).

    (2)
    Columns
    shown above may not sum due to rounding.

    (3)
    Metal
    contributions are dependent on the mineralization type and the overall recoveries are shown below:

    Mineralization
    Type

    Overall
                                            Metallurgical

    Recovery
    (%)

    Gold
    recovery

    70%

    Copper
    recovery

    79%

    Silver
    recovery

    58%

    (4)
    Breakeven
    cutoff grades were estimated using the following operating costs: $7.50/ton milled processing, $1.50/ ton milled G&A, $1.75/ton
    mined contractor mining.

    (5)
    Mineral
    Reserves are estimated using long term metal prices of $1,625/oz gold, $3.25/lb copper, and $18/oz silver.

    (6)
    Mineral
    Reserves are reported in dry short tons.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
4

Financial
Statements

Note
9 – Warrant Liability, page F-18

 2. We
                                            understand from your disclosures in the last paragraph on page F-9 and the second paragraph
                                            on page F-10 that you have classified warrants issued on March 18, 2022 and April 10, 2023
                                            as liabilities because the warrant agreement provisions may either require net-cash settlement
                                            if an event occurs that is not within your control, or provide the counterparty with an option
                                            to choose net-cash settlement.

    We
                                            see that you have among the inputs to your valuation model listed in the tabulations on pages
                                            F-18 and F-19 the probability of a “fundamental transaction,” along with the
                                            number of years during the exercise period when such an event may occur, and the share price
                                            volatility that is assumed to follow. However, this term is not referenced or defined within
                                            the Securities Purchase Agreements at Exhibits 10.14 and 10.17, which otherwise appear to
                                            be associated with the financing transactions.

    Please
                                            expand your disclosures to describe the particular warrant provisions that have resulted
                                            in your liability classification; and to clarify how a “fundamental transaction”
                                            is defined and relevant to the classification and valuation of your warrants.

    You
                                            may refer to FASB ASC 505-10-50-3 if you require further guidance on the associated disclosure
                                            requirements.

    Tell
                                            us the specific language within the exhibits referenced above that correlates with your assessments,
                                            or if there are incremental contractual arrangements that govern the manner of settlement
                                            provide those documents for our review.

    Please
                                            submit the analysis that you performed of the contractual provisions and specific accounting
                                            guidance in formulating your view on the classification.

Response:
In future filings, beginning with its Form 10-Q for the quarter ended January 31, 2024, the Company will expand its disclosure substantially
as described below to identify the particular warrant provisions that necessitate liability classification and will clarify how a “fundamental
transaction” is defined and relevant to the classification and valuation of the Company’s warrants.

The
Warrant Agreements include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the completion of
a “fundamental transaction.” A fundamental transaction, as defined in the Warrant Agreements, includes (a) any merger or
consolidation by and between the Company and another Person, (b) the sale or other disposition by the Company of all or substantially
all of its assets, (c) the completion of any tender offer or exchange offer pursuant to which the holders of greater than 50% of the
Company’s outstanding common stock has agreed to tender or exchange their securities, and (d) the consummation of a stock purchase
agreement or other business combination whereby another Person acquires more than 50% of the outstanding shares of common stock of the
Company. In the event of a fundamental transaction, the holder of the warrant has the right to require that the Company purchase the
warrant from the holder by paying the holder an amount of cash equal to a valuation based on the Black-Scholes Option Pricing Model reflecting
an expected volatility equal to the greater of 100% or the 100-day volatility as of the trading day immediately following the public
announcement of the applicable fundamental transaction. This volatility input precludes the Company from applying equity accounting as
the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly,
the Company has concluded that liability accounting is required.

The
applicable Warrants that include the “fundamental transaction” provision are included as Exhibits 4.5, 4.6 and 4.7 to the
Company’s Form 10-K for the fiscal year ended April 30, 2023 (see Section 3(e)).

The
Company advises that it will provide to the Staff, on a confidential basis, under separate cover a copy of the analysis that it performed
and the specific accounting guidance it relied upon in formulating its view on the classification.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
5

Exhibit
96.1 Technical Report Summary, page E-1

 3. The
                                            remaining comments are concerned with various disclosure requirements applicable to the technical
                                            report summary. Please discuss these matters with the qualified persons involved in preparing
                                            the report and arrange to obtain and file a revised technical report summary that includes
                                            all of the required information.

Response:
As previously disclosed, the Company is preparing an updated technical report summary in accordance with Subpart 1300 of Regulation
S-K (“S-K 1300”). The Company anticipates that this report will meet the requirements of either a pre-feasibility
study or a feasibility study (the “Updated Technical Report Summary”). The Updated Technical Report Summary, which the Company
expects to file during the third calendar quarter of 2024, is expected to contain an updated mineral resource and mineral reserve estimate.
Rather than revise and file the technical report summary that was originally filed in December 2021 to provide the additional disclosures
requested by the Staff, the Company proposes to cause its qualified persons to include the revised disclosure set forth below (as appropriately
updated to reflect new data) in the Updated Technical Report Summary.

Section
6 – Geological Setting, Mineralization and Deposit

Property
Geology, page E-15

 4. At
                                            least one stratigraphic column and one cross-section of the local geology is required by
                                            Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.

Response:
In compliance with Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K, the Company proposes to cause its qualified person to include
in the Updated Technical Report Summary an image similar to the one shown below:

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
6

Section
10 – Mineral Processing and Metallurgical Testing

Conclusions
and Recommendations, page E-55

 5. The
                                            opinion of the qualified person on the adequacy of the metallurgical data for the purposes
                                            used is required by Item 601(b)(96)(iii)(B)(10)(v) of Regulation S-K.

Response:
As noted in Section 14.3 of the technical report summary, the metallurgical test work described therein provided the basis for the
estimation of the recoveries and concentrate grades that were used for purposes of the economic evaluation. In the Updated Technical
Report Summary, the Company will cause its qualified person to include a statement confirming that, in the opinion of the qualified person,
the metallurgical data described in the Updated Technical Report Summary, is adequate for the purposes of that Updated Technical Report
Summary.

Section
11.13 – Reasonable Prospects of Eventual Economic Extraction, page E-79

 6. The
                                            qualified person may elect to report resource estimates inclusive of reserves, though in
                                            these instances the technical report summary must also include resource estimates exclusive
                                            of reserves to comply with Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.

Response:
The Company notes that the mineral resource estimate presented in the body of the Form 10-K correctly excluded mineral reserves
in compliance with S-K 1300. The mineral resource estimate included in the technical report summary, however, incorrectly presented
mineral resources inclusive of mineral reserves (Tables 1-1, 1-2, 11-13 and 11-14). The Company will ensure that the qualified person
presents any mineral resource estimate in the Updated Technical Report Summary exclusive of mineral reserves and includes a footnote
to the mineral resource tables so noting.

 7. The
                                            operating costs used for the resource cutoff grade calculation should be included with the
                                            cutoff grade disclosures; and footnotes to the various resource and reserve tabulations should
                                            clarify and distinguish between breakeven and internal or marginal cutoff grades to comply
                                            with Item 601(b)(96)(iii)(B)(11)(i) and (iii) of Regulation S-K.

Response:
The Company will cause its qualified person to include responsive disclosure - substantially similar to the indicative disclosure presented
above in response the Staff’s first comment - in the