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CORRESP
 1
 filename1.htm

 February
23, 2026

 Via
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 and Mr. Karl Hiller

 Re:
 U.S.
 Gold Corp.

 Form
 10-K for the Fiscal Year ended April 30, 2025

 Filed
 July 29, 2025

 File
 No. 001-08266

 Dear
Messrs. Coleman and Hiller:

 Set
forth below are the responses of U.S. Gold Corp. (the " Company ") to the comments received by the staff (the " Staff ")
of the Securities and Exchange Commission contained in the letter dated February 11, 2026 regarding the above-referenced Form 10-K for
the fiscal year ended April 30, 2025 that was filed via EDGAR on July 29, 2025 (the " Form 10-K "). For ease of reference,
the text of each of the Staff's comments is reproduced in bold-face type below, followed by the Company's response.

 Form
10-K

 Business
and Properties, page 8

 1. Please
 disclose the commodity prices, cut-off grades, point of reference, and metallurgical recovery
 factors utilized in compiling your reserve estimates, along with the mineral reserve table
 on page 13, to comply with Item 1304(d)(1) of Regulation S-K.

 The
Company acknowledges the Staff's comment and proposes to revise its future disclosure to include the commodity prices, cut-off
grades, point of reference, and metallurgical recovery factors utilized in compiling is reserve estimates, along with the mineral reserve
table to comply with Item 1304(d)(1) of Regulation S-K. The revised version of the original disclosures shown on pages 12 to 13 of the
Form 10-K showing the additional information is set forth below. The Company proposes to include this level of detail in its disclosure
in future filings, beginning with its Annual Report on Form 10-K for the fiscal year ending April 30, 2026.

 The
Mineral Reserve and Mineral Resource estimates included in the Technical Report Summary, effective as of January 6, 2025
and filed as an exhibit to this Form 10-K, were prepared by Antonio Loschiavo, P.Eng., and Mark Shutty, CPG, respectively.

 CK
Gold Project – Summary of Gold, Copper and Silver Mineral Resources at April 30, 2025 (Exclusive of Reserves)

 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)
 1,900
 13
 0.011
 5
 0.135
 112
 0.065
 66
 0.041

 Indicated (I)
 12,400
 118
 0.009
 36
 0.143
 484
 0.037
 238
 0.018

 M + I
 14,400
 131
 0.009
 41
 0.147
 596
 0.041
 304
 0.021

 Inferred
 34,900
 334
 0.010
 112
 0.161
 1,073
 0.031
 653
 0.019

 (1)
Mineral Resources are estimated using Ordinary Kriging, constrained by geological domains based on lithology and mineralization
controls. The underlying datasets supporting the resource estimate have been reviewed, validated, and verified by Mark Shutty, CPG.

 (2)
Mineral Resources are reported in short tons within an optimized pit shell, using a breakeven gold equivalent (AuEq) cut-off grade
of 0.39 g/t for Oxide and Mixed material and 0.34 g/t for Sulfide material. The overall average AuEq cut-off grade for all reported resources
is 0.35 g/t. No dilution or mining recovery factors have been applied.

 (3)
The AuEq cut-off grade is calculated using realized metal prices of $1,860.10/oz Au, $3.92/lb Cu, and $22.52/oz Ag, with average metallurgical
recoveries by oxidation type as follows:

 Gold
(Au): 55% (Oxide/Mixed), 64% (Sulfide)

 Copper
(Cu): 30% (Oxide), 78% (Mixed), 87% (Sulfide)

 Silver
(Ag): 61% (Oxide/Mixed), 70% (Sulfide)

 (4)
The optimized pit shell was generated using the Lerchs-Grossman method, incorporating all classified resources, realized metal prices,
$2.50/ton mining costs, $7.00/ton processing costs $0.55/ton processed G&A, $1.65/ton processed tailings disposal, a 50° slope
angle, and varying metallurgical recoveries as detailed in Table 11.12 in the Technical Report Summary incorporated by reference in this
Form 10-K.

 (5)
No dilution or mining recovery factors have been applied to the resource estimate.

 (6)
There are no known legal, environmental, or permitting issues that impact the reported resources.

 (7)
Mineral Resources are reported within the Company's permitted land tenure/exploration license boundaries.

 (8)
Mineral Resources are classified in accordance with S-K 1300 definitions and are reported exclusive of Mineral Reserves.

 (9)
Rounding may result in minor discrepancies in tonnage, grade, and contained metal totals.

 (10)
There is no guarantee that mineral resources will be converted to Mineral Reserves.

 (11)
The Mineral Resource estimates were prepared, reviewed, and validated by Mark Shutty, CPG, the independent Qualified Person (QP)
for these estimates, in accordance with S-K 1300 definition standards adopted on December 26, 2018.

 (12)
The effective date of the Mineral Resource estimate is January 6, 2025.

 CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2025

 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
 (P1)

 34,500

 595

 0.017

 133

 0.192

 1,591

 0.046

 909

 0.026

 Probable
 (P2)

 38,800

 426

 0.011

 127

 0.164

 1,417

 0.037

 763

 0.020

 P1
 + P2

 73,200

 1,022

 0.014

 260

 0.177

 3,008

 0.041

 1,672

 0.023

 1. Mineral
 Reserves tabulated above a value per ton cut-off value of $0.01/st.

 2. Note:
 Only three significant figures are shown, and the sum may not be due to rounding. Metal pricing:
 $1755 $/oz Au, $3.77 $/lb Cu and $23 $/oz Ag

 3. No
 dilution or mining recovery factors have been applied to the resource estimate.

 4. There
 are no known legal, environmental, or permitting issues that impact the reported Mineral
 Reserves.

 5. Mineral
 Reserves are reported within the company's permitted land tenure/exploration license
 boundaries.

 6. Rounding
 may result in minor discrepancies in tonnage, grade, and contained metal totals.

 7. Estimated
 operating costs and metallurgical recoveries are as follows:

 Mineral
 Reserve Optimization Parameters

 Item

 Value

 NSR
 Royalty

 2.1%

 Concentrate
 Smelting & Transport - Oxide

 $0.29/lb
 Cu recovered

 Concentrate
 Smelting & Transport - Mixed

 $0.32/lb
 Cu recovered

 Concentrate
 Smelting & Transport - Sulfide

 $0.37/lb
 Cu recovered

 Cu
 Refining Charge

 $0.07/lb
 Cu

 Au
 Refining Charge

 $5/oz

 Ag
 Refining Charge

 $0.45/oz

 Oxide-Cu
 Recovery (>0.1% & <0.4%)

 30%

 Oxide-Au
 Recovery (>0.3gpt & <1.3 gpt)

 60%

 Oxide-Ag
 Recovery (>0.5 gpt)

 61%

 Mixed-Cu
 Recovery (>0.1% & <0.4%)

 78%

 Mixed-Au
 Recovery (>0.27 gpt & <1.0 gpt)

 60%

 Mixed-Ag
 Recovery (>0.5 gpt)

 61%

 Sulfide-Cu
 Recovery (>0.15% & <0.4%)

 87%

 Sulfide-Au
 Recovery (>0.3 5gpt & <0.65 gpt)

 67%

 Sulfide-Ag
 Recovery (>0.5 gpt)

 70%

 Smelter
 Payable - %Cu

 97%

 Smelter
 Payable -Au oz/st

 98%

 Smelter
 Payable - Ag oz/st

 95%

 Concentrate
 Grade %Cu - Oxide

 23%

 Concentrate
 Grade %Cu - Mixed

 21%

 Concentrate
 Grade %Cu - Sulphide

 18%

 Mining
 Cost

 $2.50/ton
 mined

 Process
 Cost

 $7.00/ton
 processed

 Tailings
 Cost

 $1.65/ton
 processed

 Site-Wide
 General & Administrative Cost

 $1.50/ton
 processed

 Pit
 Slope

 48
 Degrees

 CK
Gold Project – Summary of Gold, Copper and Silver Mineral Resources at April 30, 2024 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

 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 cutoff grade of (0.0107 – 0.0088) AuEq oz./st, 0.009 AuEq
 Oz/st average

 2. Note
 only 3 significant figures shown, may not sum due to rounding.

 3. Mineral
 Resources are reported exclusive of Mineral Reserves

 4. The
 AuEq cut-off grade is calculated using realized metal prices of $1,625/oz Au, $3.25/lb Cu,
 and $18/oz Ag, with average metallurgical recoveries by oxidation type as follows:

 a. Gold
 (Au): 58% Oxide, 63% Mixed and 70% Sulfide

 b. Copper
 (Cu): 10% Oxide, 47% Mixed, 82% Sulfide

 c. Silver
 (Ag): 27% Oxide, 28% Mixed), 30% Sulfide

 5. Cutoff
 grades were estimated using the following operating costs $7.50/ton processing costs, $1.50/
 ton processed G&A, $1.00/ton processed tailings disposal, $1.75/ ton mined contractor
 mining, a 50°slope angle and metal recoveries in footnote 4 above.

 6. No
 dilution or mining recovery factors have been applied to the Mineral Resource estimate.

 7. There
 are no known legal, environmental, or permitting issues that impact the reported Mineral
 Resources.

 8. Mineral
 Resources are reported within the company's permitted land tenure/exploration license
 boundaries.

 9. Mineral
 Resources are classified in accordance with S-K 1300 definitions and are reported
 exclusive of mineral reserves.

 10. There
 is no guarantee that Mineral Resources will be converted to Mineral Reserves.

 11. The
 effective date of the Mineral Resource estimate is November 15, 2021.

 CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves at April 30, 2024 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 (P1)
 29,600
 574
 0.019
 118
 0.198
 1,440
 0.049
 757
 0.026

 Probable (P2)
 40,700
 440
 0.011
 130
 0.16
 1,220
 0.03
 679
 0.017

 P1 + P2
 70,400
 1,010
 0.014
 248
 0.176
 2,660
 0.038
 1,440
 0.02

 1. Mineral
 Reserves Tabulated at a cut-off grade of (0.0107 – 0.0088) AuEq oz./st, 0.009 AuEq
 oz/st average.

 2. Note
 only 3 significant figures shown, may not sum due to rounding.

 3. No
 dilution or mining recovery factors have been applied to the Mineral Reserve estimate.

 4. There
 are no known legal, environmental, or permitting issues that impact the reported Mineral
 Reserves.

 5. Mineral
 Reserves are reported within the company's permitted land tenure/exploration license
 boundaries.

 6. Rounding
 may result in minor discrepancies in tonnage, grade, and contained metal totals.

 7. The
 AuEq cut-off grade is calculated using realized metal prices of $1,625/oz Au, $3.25/lb Cu,
 and $18/oz Ag

 8. Estimated
 operating costs and metallurgical recoveries are as follows:

 Item

 Value

 NSR
 Royalty

 5%

 Concentrate
 Smelting & Transport

 $0.55/lb
 Cu recovered

 Overall
 gold recovery

 70%

 Overall
 copper recovery

 79%

 Overall
 silver recovery

 58%

 Mining
 Cost

 $1.75/ton
 mined

 Process
 Cost

 $7.50/ton
 processed

 Tailings
 Cost

 $1.00/ton
 processed

 Sitewide
 G&A

 1.50/ton
 processed

 Pit
 Slope

 48
 Degrees

 2. Please
 expand your disclosures to include a comparison of your estimates of mineral resources and
 your estimates of mineral reserves as of the end of the two most recent fiscal years, to
 include the percentages of change and an explanation for each type of change specified in
 Item 1304(e)(3) and (4) of Regulation S-K.

 Response
#2

 The
Company acknowledges the Staff's comment and proposes to expand its future disclosures to include a comparison of the Company's
estimates of mineral resources and estimates of mineral reserves as of the end of the two most recent fiscal years to include the percentages
of change and an explanation for each type of change specified in Item 1304(e)(3) and (4) of Regulation S-K. The revised disclosure showing
the additional information is set forth below. The Company proposes to include this additional level of detail in its disclosure in future
filings, beginning with its Annual Report on Form 10-K for the fiscal year ending April 30, 2026.

 Variances
between the Mineral Resources reported at April 30, 2025 versus April 30, 2024:

 The
increases in the gold equivalent ounces of Measured and Indicated Resources of 117% and gold equivalent ounces
of Inferred Resources of 83% from April 30, 2024 to April 30, 2025 were due to the changes noted in the footnotes to the respective
Mineral Resources Tables for commodity prices, metallurgical recoveries and operating costs. Commodity price increases and
metallurgical recovery changes had the largest impact on the overall increase in Mineral Resources at April 30, 2025, versus the same
period 2024, offset minimally by an overall increase in operating costs. There were no changes in the Mineral Resources from
April 30 2024 to April 30, 2025 due to mining depletion or production. Additionally, there were no changes due to acquisitions or disposals
of any property. Please see the table below for a detailed illustration of the variances between April 30, 2025 and April 30, 2024.

 Mineral
 Resources Variances

 April
 30, 2025

 April
 30, 2024

 Metals
 Price assumptions:

 Metals
 Price assumptions:

 $1,860.10/oz
 Au, $3.92/lb Cu, and $22.52/oz Ag

 $1,625/oz
 Au, $3.25/lb Cu, and $18/oz Ag

 Metallurgical
 Recoveries:

 Metallurgical
 Recoveries:

 Gold
 (Au): 55% (Oxide/Mixed), 64% (Sulfide)

 Gold
 (Au): 58% Oxide, 63% Mixed and 70% Sulfide

 Copper
 (Cu): 30% (Oxide), 78% (Mixed), 87% (Sulfide)

 Copper
 (Cu): 10% Oxide, 47% Mixed, 82% Sulfide

 Silver
 (Ag): 61% (Oxide/Mixed), 70% (Sulfide)

 Silver
 (Ag): 27% Oxide, 28% Mixed), 30% Sulfide

 Operating
 Costs:

 Operating
 Costs:

 $7.00/ton
 processing costs

 $7.50/ton
 processing costs

 $2.50/
 ton mined

 $1.75/
 ton mined

 $0.55/
 ton processed G&A

 $1.50/
 ton processed G&A

 $1.65/ton
 processed tailings disposal

 $1.00/ton
 processed tailings disposal

 Royalty
 rate - 2.1%

 Royalty
 rate - 5.0%

 Variances
between the Mineral Reserves reported at April 30, 2025 versus April 30, 2024:

 The
16% increase in gold equivalent ounces of Mineral Reserves at April 30, 2025 compared to April 30, 2024 was due to the
changes noted in the footnotes to the respective Mineral Reserves tables for commodity prices, metallurgical recoveries,
operating costs and the NSR royalty rate. Commodity price increases and metallurgical recovery changes, and the decrease in the NSR
royalty rate had the largest impact on the overall increase in Mineral Reserves at April 30, 2025, versus the same period 2024, offset
minimally by an overall increase in operating costs. There were no changes in the Mineral Reserves from April 30 2024 to April
30, 2025 due to mining depletion or production. Additionally, there were no changes due to acquisitions or disposals of any property.
Please see the table below for a detailed illustration of the variances between April 30, 2025 and April 30, 2024.

 Mineral
 Reserves Variances

 April
 30, 2025

 April
 30, 2024

 Metals
 Price assumptions:

 Metals
 Price assumptions:

 $1755
 $/oz Au, $3.77 $/lb Cu and $23 $/oz Ag

 $1,625/oz
 Au, $3.25/lb Cu, and $18/oz Ag

 Metallurgical
 Recoveries:

 Metallurgical
 Recoveries:

 Gold
 (Au): 60% (Oxide/Mixed), 67% (Sulfide)

 Overall
 Gold (Au): 70%

 Copper
 (Cu): 30% (Oxide), 78% (Mixed), 87% (Sulfide)

 Overall
 Copper (Cu): 70%

 Silver
 (Ag): 61% (Oxide/Mixed), 70% (Sulfide)

 Overall
 Silver (Ag): 58%

 Operating
 Costs:

 Operating
 Costs:

 $7.00/ton
 processing costs

 $7.50/ton
 processing costs

 $2.50/
 ton mined

 $1.75/
 ton mined

 $1.50/
 ton processed G&A

 $1.50/
 ton processed G&A

 $1.65/ton
 processed tailings disposal

 $1.00/ton
 processed tailings disposal

 Royalty
 rate - 2.1%

 Royalty
 rate - 5.0%

 *
* * * *

 Should
you have additional questions or comments, please co