U.S. Gold Corp. (NASDAQ: USAU) was not always a gold exploration company. In fact, its roots trace back to Dataram Corporation, a struggling semiconductor memory manufacturer. By 2016, Dataram was on life support – bleeding cash, facing delisting threats, and desperate for a new direction. Enter Barry Honig, a notorious microcap financier later charged by the SEC for orchestrating multiple pump-and-dump schemes across small-cap stocks.

Honig and his network quietly accumulated a large stake in Dataram, then engineered a reverse merger with Gold King Corp., a private entity holding rights to the Copper King gold-copper project in Wyoming. The deal was announced in June 2016 and closed in May 2017. On paper, it looked like a win – a tech dinosaur reinventing itself as a shiny gold play just as precious metals were heating up. But our research shows that this transformation was riddled with self-dealing, disclosure failures, and insider enrichment that set the tone for everything that followed.

The Insiders’ Perfect Setup

Here’s what our investigation uncovered:

• Undisclosed Conflicts: Honig and his associates weren’t just investors in Dataram – they also had a direct stake in the Copper King project via Copper King LLC, managed by Honig associate John Stetson. This meant they were effectively sitting on both sides of the deal. Shockingly, this dual interest was never properly disclosed to Dataram shareholders before they voted on the merger.

• Sweetheart Conversion Deals: Just before the merger, Honig’s group successfully pushed through two improvements to the preferred stock conversion ratio, allowing them to convert into millions of common shares at no cost. This maneuver handed insiders an immediate paper windfall – a non-cash “beneficial conversion feature” later recorded at $5.53 million as an expense to common shareholders.

• Stealth Dumping: After the merger announcement caused Dataram’s stock to spike, Honig’s group converted preferred shares into common and sold heavily into the rally without filing the required 13D/G disclosures. Sharesleuth estimates this maneuver generated millions in profit for insiders before the stock retraced, leaving retail investors holding the bag.

A Pattern of Promotion and Profit

Almost immediately after the merger news hit, a flurry of bullish articles and newsletters appeared on financial blogs and stock-promotion sites touting the “hidden gem” of Copper King. Many of these were paid promotions disguised as independent analysis, part of a larger touting network later flagged by the SEC.

The pattern was clear:

• Pump: Publish glowing press and articles highlighting the gold project’s “$160M+ potential.”

• Raise or Sell: Issue stock to new investors at pumped-up prices or allow insiders to cash out.

• Dump: Watch the stock collapse once the hype faded and retail liquidity dried up.

This playbook – promote, raise, dilute, repeat – has persisted throughout U.S. Gold’s life as a public company, as we will show in later sections.

A Legacy of Losses

Post-merger, U.S. Gold became a pure exploration play. But seven years later, one fact remains unchanged: the company has never generated a penny of revenue.

From 2017 to 2025:

• Accumulated Losses: $93.4 million in deficits.

• Operating Cash Burn: Accelerated from $3.9M in 2020 to $12.6M in 2022.

• Dilution: Share count ballooned from ~2.3M in 2020 to 14M as of July 2025.

Figure: Excerpt from USAU’s most recent quarterly filing showing its “going concern” warning. The figure highlights that as of July 31, 2025, the company had only $11.3 million in cash and an accumulated deficit of roughly $95.5 million. It explicitly states that USAU may have enough funds for basic corporate activity but does not have sufficient capital to advance its projects beyond permitting and engineering studies without raising additional money. This disclosure signals that USAU’s survival depends on securing new financing within the next twelve months, underscoring the high risk of future dilution for shareholders.

In short, U.S. Gold’s transformation created a perfect vehicle for insiders and promoters, but not for wealth creation for long-term shareholders.

Why This Now

The origin story is not just ancient history – it’s the DNA of this company. U.S. Gold was born in a deal that insiders engineered to enrich themselves, and that DNA still drives its decisions today: constant dilution, heavy reliance on promotional hype, and a focus on stock price over operating performance.

Understanding this background is crucial before we move to Section Two, where we will show how this pattern of promotion and dilution is alive and well in 2023–2025, including paid social media campaigns and suspiciously timed stock offerings that look strikingly similar to the Honig-era playbook.

Paid Promotions & The Perpetual Hype Machine

Pump, Raise, Dump, Repeat

If Section One showed how U.S. Gold was born in a reverse-merger engineered for insiders, Section Two shows how the company has survived: by relentlessly hyping its stock and tapping the market whenever it can. Over nearly a decade, U.S. Gold has mastered the art of the “awareness campaign” – a polite term for paid stock promotion – to spike investor interest, then quietly raise capital or let insiders exit.

This isn’t speculation. We found explicit payment records, disclaimers, and timing patterns showing how U.S. Gold and/or its affiliates have funded promotions right before financings.

2016–2017: The Original Pump

• Media Blitz: Immediately after the Dataram–Gold King merger announcement, a wave of “independent” articles appeared touting the deal’s $160M+ upside.

• Undisclosed Payments: SEC filings later revealed that several of these authors were secretly compensated by Honig’s network. One prolific writer, John Ford, admitted to taking over $100,000 to publish bullish articles on microcaps including U.S. Gold’s predecessor.

• Price Action: Dataram’s stock tripled in weeks post-announcement – exactly when Honig’s group converted and sold their shares.

• End Result: By the time the merger closed in May 2017, the hype faded, shares collapsed, and retail bagholders were left underwater.

Figure: Excerpt from the SEC’s Summary of Allegations against Barry Honig and his network. The passage details how Honig and associates executed three coordinated pump-and-dump schemes from 2013 through 2018 using reverse mergers and discounted financings. It highlights that Honig acted as the primary strategist, orchestrating share acquisitions at steep discounts, coordinating with other defendants to buy, hold, or sell stock, and using promotional activity to artificially inflate share prices. The scheme enriched insiders by millions while leaving retail investors with “virtually worthless shares.” This figure is powerful evidence that USAU’s origin story was rooted in the very playbook the SEC prosecuted — reverse mergers, insider enrichment, and promotional hype timed around financings. READ HERE

2018: The $5M Preferred Placement & “Coincidental” Hype

In January 2018, U.S. Gold raised $5 million through a private preferred stock placement. Just before and after this raise:

• Another Promotion Wave: A series of bullish pieces and newsletter plugs painted USAU as a near-term gold rocket ship.

• Fast Flips: Two-thirds of those preferred shares were converted and dumped within weeks of the campaign – with buyers never publicly identified.

• Takeaway: This was a classic liquidity event: prime the market with bullish sentiment, then cash in at higher prices.

Figure: January 2018 $5M Convertible Preferred Offering:
In January 2018, U.S. Gold Corp. announced a $5.0 million registered direct offering of Series E convertible preferred stock, accompanied by warrants to purchase 1,250,000 common shares at $3.30 per share with a three-year term. Net proceeds were approximately $4.9M and earmarked for general corporate purposes, with no specific exploration milestones disclosed. This early financing was highly dilutive and set the precedent for U.S. Gold’s “raise first, justify later” model that has characterized its funding strategy ever since. READ HERE

2019: “Making American Mining Great Again”

When U.S. Gold appointed former U.S. Interior Secretary Ryan Zinke to its board in April 2019, it turned the hire into a media circus:

• Branded Webinar: CEO Ed Karr and Zinke headlined a webcast literally titled “Making American Mining Great Again.”

• Paid Articles: At least three stock-promotion sites simultaneously ran bullish profiles of U.S. Gold – each disclosing $15,000 in compensation.

• Stock Jump: Shares spiked ~50% in the following weeks, just before U.S. Gold sold $2.5M of convertible preferred stock in June 2019.

• Hangover: Within a month, shares were back near $1.00, showing the rally was pure promo-driven froth.

Figure: Press release announcing a live investor webinar titled “Making American Mining Great Again”, featuring U.S. Gold Corp. CEO Ed Karr and newly appointed board member Ryan Zinke. The event was scheduled for May 14, 2019, and promoted as an opportunity for investors to hear directly from management. This figure underscores how U.S. Gold leveraged Zinke’s political profile and a branded campaign slogan to generate retail interest and media buzz — effectively turning a board appointment into a marketing event designed to boost visibility and, as later filings show, precede a capital raise. READ HERE

2020–2021: Polished PR, Quiet Cash Burns

During COVID years, overt promotions slowed, but investor relations spending didn’t:

• SG&A Surge: “Professional and consulting fees” spiked to $1.7M in FY2021, likely reflecting stepped-up IR and marketing efforts.

• NASDAQ Uplisting: The company touted its move from OTC to NASDAQ as validation – a common tactic to attract retail traders and justify more financings.

• Outcome: Despite the hype, USAU continued to post $8–12M annual losses, funded by steady dilution.

Figure: Excerpt from USAU’s 2021 Annual Report detailing the sharp increase in operating expenses during FY2021. The highlighted portion shows that professional and consulting fees rose by approximately $1.7 million, driven by $645,000 in stock-based consulting fees, $238,000 in legal fees, and $771,000 for general strategic, investor relations, and permitting consulting services. This figure demonstrates that even during a period with limited public promotional campaigns, USAU significantly ramped up spending on IR and consulting — suggesting behind-the-scenes efforts to maintain visibility and investor interest. READ HERE

2023: The RagingBull Campaign

Fast forward to March–April 2023 – U.S. Gold was suddenly everywhere again:

• Promotion Details: Email marketer RagingBull disclosed being paid $28,000 by Lifewater Media to run a two-part USAU campaign (March 27–28 and April 19–20).

• Fine Print: Disclaimers warned the ads “may result in increased share price… which may or may not be temporary and decrease once the marketing arrangement has ended.”

• Capital Raise: Days later, U.S. Gold sold $5.0M in a direct offering (April 4, 2023) – raising money into the very demand the campaign had stoked.

• Classic Playbook: Hype, raise, and let the price drift back down once the deal is done.

Figure: Paid promotion disclaimer from RagingBull explicitly confirming that Lifewater Media paid $14,000 twice (March 27–28, 2023 and April 19–20, 2023) for advertising campaigns promoting U.S. Gold Corp. (NASDAQ: USAU). The fine print also includes a legal caveat warning readers that such advertisements “may result in increased share price… which may or may not be temporary and decrease once the marketing arrangement has ended.” This figure serves as hard evidence that USAU was the subject of paid stock promotions in spring 2023, right before it executed a $5M direct offering — illustrating the classic hype-then-raise pattern BMF Reports highlights. READ HERE

2025: The Social Media Blitz

The latest round may be the most brazen:

• Influencer Payments: In September 2025, Stock Dads LLC disclosed receiving $4,000 from Interactive Offers LLC to promote USAU. Simultaneously, Millionaire Mindset Group posted a video “alert” for USAU after being paid $300 for a one-day feature.

• Price Impact: USAU rallied ~20% in two weeks, logging six straight days of gains into mid-September – creating a perfect window for warrant holders and insiders to exercise or sell into strength.

• Regulatory Risk: While technically disclosed, these campaigns blur the line between investor education and stock manipulation. Average retail traders often miss the tiny disclaimers, leaving them vulnerable to being “the exit liquidity.”

Figure: Social media post from Stock Dads Trading (September 2025) promoting U.S. Gold Corp. (NASDAQ: USAU). The disclosure clearly states that Stock Dads, LLC was paid $4,000 USD by Interactive Offers LLC and/or affiliates to produce and distribute this video and other marketing materials on behalf of the company. The post uses bullish language highlighting gold’s record highs and USAU’s production potential, while tacking on the standard “not financial advice” disclaimer. This figure provides concrete evidence of paid influencer marketing timed with USAU’s recent rally — reinforcing the pattern of awareness campaigns used to attract retail buyers and potentially create liquidity for insiders. READ HERE

Pattern Recognition

Across nearly a decade, the pattern is unmistakable:

• Promotion First: Paid media, social posts, bullish webinars, or newsletter blitzes create short-term excitement.

• Capital Raise Next: The company issues stock, preferreds, or warrants into the strength.

• Insiders Win, Retail Loses: Shares retrace once the campaigns end, leaving latecomers underwater while the company secures cash.

Why This Matters

Promotions are not just a side note in U.S. Gold’s story – they are central to its survival strategy. Without fresh waves of investor enthusiasm, USAU would struggle to fund its operations, much less a $635M mine build. This reliance on market hype means that USAU’s stock price is more a barometer of promotional spend than of project progress.

In the next section, we will dismantle U.S. Gold’s financials line by line – showing how this promotion-fueled model has led to persistent losses, ballooning share counts, and an imminent need for yet another capital raise.

House of Cards Financials

Zero Revenues, Mounting Losses

From the day U.S. Gold was reborn in the 2017 reverse merger, one fact has remained constant:
this company has never generated a single dollar of revenue.

Instead, it has piled up $93.4 million in accumulated deficits by April 30, 2025 – a mountain of losses funded entirely by dilution and promotions.

Year-by-Year Snapshot:

• 2020: Net loss in the low millions; cash usage in operations was materially negative.

• 2021: Net loss of ~$12.4M; significantly increased expenses and cash‐use.

• 2022: Losses continued to grow (likely over $10-12M annually); cash burn also rose sharply.

• 2023: Loss narrowed relative to 2021/22, but still a major loss; operations remain unprofitable.

• 2024: Reported reduced loss, aided by non-operational items; operations still cash flow negative.

• 2025 (as of April 30): ~$7.9M in cash on hand, accumulated deficit exceeding $93M — not nearly

  enough runway to avoid more dilution or financial rounds without revenue.

The trend is clear: whenever the company ramps up activity, the burn rate spikes. When cash runs low, they scale back drilling, cut costs, and prep the next capital raise.

SG&A vs. Exploration – Priorities Exposed

Exploration spending is supposed to be the lifeblood of a mining junior. But U.S. Gold’s financials reveal that more money has consistently gone to overhead, consultants, and promotions than into the ground.

• 2022: exploration spending was ≈ $7.23 million, while professional & consulting fees were ≈ $4.23 million in the same period. Overhead remains large.

• The company has no revenue in any recent period recorded.

• Later filings (2025) show accumulated deficits approaching $95 million and cash balances only in the low-teens million dollars, indicating continual reliance on financing rather than operations.

Figure: Excerpt from U.S. Gold Corp.’s FY2022 Annual Report detailing operating expenses and losses. The passage shows that total operating expenses rose to $14.95 million in FY2022, up from $12.39 million in FY2021, with a major driver being a $3.2 million increase in exploration spending and $143,000 rise in investor relations and permitting consulting services. It also highlights that professional and consulting fees decreased by $231,000 in stock-based consulting fees but still remained a material expense. The section reports a net loss of $13.93 million for FY2022, confirming that despite heavier exploration activity, the company continued to burn cash and post significant losses. This figure is key to demonstrating that overhead, consulting, and recurring operating losses remain a persistent feature of USAU’s financial profile — supporting the narrative that it must continually raise capital to survive. READ HERE

Translation: for every dollar “exploring for gold,” U.S. Gold has spent nearly as much on paying executives, consultants, and promoters.

Going Concern Warnings

The auditors have raised the red flag:

“Substantial doubt exists about the company’s ability to continue as a going concern.”

That warning has appeared in multiple 10-K filings, including FY2022 and FY2025, citing ongoing cash burn, deficits, and reliance on external financing. By April 2022, U.S. Gold had just $9M cash against a $58M accumulated deficit. By April 2025, it had $8.2M cash against a $93.4M deficit.

This is not a growth company – it is a perpetual capital-raising vehicle.

Stock Issuances – The ATM Model

To fund its losses, U.S. Gold has treated its equity like an ATM:

• June 2019: $2.5M preferred stock sale.

• Jan 2018: $5M convertible preferred, flipped quickly by buyers.

• April 2023: $5.0M direct offering, right after the RagingBull promo blitz.

• April 2024: $4.9M offering.

• Dec 2024: $10.2M offering.

Figure: Cover page of U.S. Gold Corp.’s most recent shelf registration statement, authorizing the company to offer and sell up to $150,000,000 worth of securities — including common stock, preferred stock, warrants, and units — at its discretion. This filing is effectively a “loaded gun,” allowing management to issue a massive amount of new shares or equity-linked securities whenever market conditions are favorable. It underscores the ATM-like nature of USAU’s financing strategy and signals the potential for significant future dilution for existing shareholders. READ HERE

The share count has exploded from ~2.3M (2020) to 14M (July 2025). And in 2025, U.S. Gold filed a $150M shelf registration – a gun loaded and ready to flood the market with even more stock.

Executive & Insider Enrichment

While shareholders have been diluted, insiders have made sure to get paid:

• Ed Karr (former CEO): Granted $572K in stock in 2019; after resigning in 2021, given a $180K “consulting contract” ($120K cash, $60K stock) to do little more than provide “general corporate advice.”

• Ryan Zinke (former Interior Secretary): Paid $90K/year plus expenses for a part-time consultancy in 2019 – a cushy gig with little business justification beyond political optics.

• Luke Norman (current Chairman): Exercised warrants in 2025, selling half the shares immediately via a “cashless exercise” – insiders monetizing their positions while touting progress.

Figure: Consulting Agreement between U.S. Gold Corp. and Edward Karr, dated March 19, 2021. This contract outlines that after stepping down as CEO, Karr was retained as a consultant for one year at a total fee of $180,000 — structured as $10,000 per month in cash plus $60,000 in restricted stock. The agreement specifies that Karr’s role is strictly advisory, providing “general corporate advice,” with no obligation to be full-time or involved in securities transactions. This figure illustrates how insiders have continued to receive significant compensation even after leaving executive roles, reinforcing the pattern of value extraction from shareholders. READ HERE

The Balance Sheet Reality

• Cash (Apr 2025): $8.2M

• Deficit (Accumulated Losses): $93.4M

• Capex Needed for CK Gold: $635M

• Shelf Registration (2025): $150M

The math does not work. Even if U.S. Gold maxed out its shelf, it would cover less than half the cost to build its mine – and that’s before considering ongoing exploration, SG&A, and debt service.

A Financial Treadmill

U.S. Gold’s financials confirm what the promotions hide: this is not a growth story, it’s a treadmill business. Every dollar raised is quickly burned on overhead, consultants, and incremental drilling, with no revenue in sight. Shareholders are repeatedly diluted, while insiders and promoters are rewarded along the way.

In Section Four, we’ll dissect U.S. Gold’s $635 million fantasy project – CK Gold – and show why the economics don’t add up, and why current investors are staring down the barrel of massive future dilution.

Auditor Switch – A Subtle but Telling Signal

On September 12, 2025, U.S. Gold announced that long-time auditor Marcum LLP resigned and was replaced by CBIZ CPAs P.C. for the fiscal year ending April 30, 2026. According to the company’s 8-K:

• No Reported Disagreements – The filing claims there were no disagreements with Marcum on accounting principles, financial disclosure, or audit scope.

• Going Concern Warning Reaffirmed – Marcum’s reports for FY2024 and FY2025 contained the familiar “substantial doubt about the company’s ability to continue as a going concern” language, flagging ongoing cash burn and reliance on equity raises.

• No Prior Consultation with CBIZ – USAU stated it did not consult CBIZ CPAs before the engagement regarding any specific accounting treatment or opinion.

Why It Matters

Auditor changes always deserve attention — especially when they occur shortly after year-end filings and continuing losses. Marcum had flagged USAU’s fragile financial position for years; a new auditor could mean:

• Fresh Eyes, or a Friendlier Opinion? Sometimes management seeks a change to smooth future filings, especially ahead of aggressive capital raises or accounting decisions.

• Heightened Risk Profile – CBIZ itself has faced past litigation, including a $41.5M negligence settlement in 2021, highlighting the reputational risk when companies under financial stress choose auditors with a checkered legal history.

• Timing Questions – The switch coincides with continued dilution and shelf registrations, suggesting USAU may be prepping for more financing events and wants no friction on the accounting side.

Bottom Line

This isn’t a smoking gun, but it’s one more data point in a pattern: USAU is a perpetual capital-raising vehicle under constant financial strain. When a company with no revenues and a $95M accumulated deficit switches auditors mid-stream — while keeping the going concern warnings intact — investors should pay close attention.

The $635M Question – Feasibility or Fantasy?

CK Gold: The Centerpiece of the Story

U.S. Gold’s entire bull case rests on one asset: the CK Gold Project in Wyoming. Management loves to call it a “world-class development-stage deposit.” And on paper, the numbers from its Pre-Feasibility Study (PFS) look impressive:

• Gold production: 108,500 ounces per year (LOM average)

• Copper production: ~10M lbs per year

• After-tax NPV: ~$323M at $1,625/oz gold

But here’s what the promotional slides don’t highlight: building CK Gold will require an eye-watering $635 million in upfront capex. For a microcap with a $210M market cap and $8.2M in cash, that number might as well be a billion.

Show Me the Money – The Impossible Capital Stack

Even if we take management at their word and assume they raise $150M via their newly filed shelf registration, they’re still more than $485M short. That means:

• Massive equity issuance: At current prices, USAU would need to sell 20+ million new shares just to fund its equity contribution. That’s more than its entire existing share count (14M).

• High-cost debt: Lenders are not lining up to fund a $635M capex for a single-asset junior with zero revenue. If financing comes at all, it will likely carry double-digit interest rates and draconian covenants – if not outright equity kickers that further dilute shareholders.

Put simply: there is no realistic path to building this mine without blowing existing shareholders out of the water.

The Price Deck Illusion

The PFS economics assume gold at $1,625/oz and copper at $3.25/lb – assumptions that look reasonable today, with gold near record highs. But mining veterans know the danger: build costs go up fast if inflation stays sticky, and commodity prices rarely stay static.

• A $100 drop in gold price can shave tens of millions off project NPV.

• Capex overruns are common; a 20% cost overrun would add ~$125M to CK Gold’s price tag.

If either happens, CK Gold’s “robust” economics become questionable and could render the project uneconomic, leaving USAU shareholders with years of dilution for a mine that never gets built.

Timing Reality: Years Away from First Pour

Even if USAU somehow raised the $635M tomorrow:

• Construction would take 2+ years.

• Ramp-up would take another 6–12 months.

• Commercial production might not arrive until late 2028 or 2029.

Investors today are paying for a story that may not deliver cash flow for half a decade – assuming everything goes perfectly, which in mining almost never happens.

The Retail Dream vs. Institutional Reality

Institutional miners and royalty companies have passed on CK Gold – if this project were truly “world class,” a mid-tier gold producer would have already scooped it up. Instead, U.S. Gold continues to be the sole champion of its own project, spending shareholder money on feasibility studies and promotional roadshows.

This is telling: the professionals who build mines for a living are staying away. That leaves retail investors as the primary backers of this $635M science project.

Conclusion: CK Gold Is a Financing Time Bomb

CK Gold may look great in a PowerPoint deck, but to us it’s a financing trap. The math doesn’t work, the timeline is stretched, and the dilution to get there will be catastrophic.

In the next section, we’ll quantify exactly how much dilution investors have already suffered and why the next raise is likely coming soon – making today’s $15 stock price a dangerous mirage for anyone holding through the offering window.

Dilution Track Record – Shareholder Value on a Shredder

A Business Model Built on Selling Stock

U.S. Gold Corp. is not a cash-generating company – it is a cash-consuming vehicle that survives by selling equity every time the bank account runs low. Since the 2017 reverse merger, the company has tapped capital markets almost every single year, using each new wave of hype to price its next offering.

The Dilution Timeline

• 2017–2018: Initial Honig-era financing rounds, including $5M in convertible preferred stock with favorable conversion terms for insiders.

• 2019: $2.5M convertible preferred sale immediately after the Ryan Zinke promotion blitz – an opportunistic raise timed into a price spike.

• 2020–2021: Regular at-the-market issuances and private placements to cover growing exploration and SG&A costs, even as losses widened to over $12M.

• April 2023: $5.0M direct offering priced just after a $28,000 RagingBull promo campaign – a textbook example of raising into retail demand.

• April 2024: $4.9M offering, further expanding the float.

• December 2024: $10.2M equity raise – one of the largest in company history – at a steep discount to market, pressuring shareholders yet again.

Result: the share count has ballooned from ~2.3M in 2020 to 14.0M by mid-2025 – a 6x increase in just five years.

The Shelf Registration: A Loaded Gun

In 2025, U.S. Gold filed a $150M shelf registration. For a company with a ~$210M market cap, this filing is not theoretical – it’s a roadmap for future dilution. It gives management carte blanche to issue:

• Common stock

• Preferred stock

• Warrants

• Units (equity + warrant packages)

at any time, in whatever size the market can absorb. This means shareholders should expect another wave of dilution soon, especially with just $8.2M cash on hand.

Warrants and Options – More Supply Overhang

Dilution doesn’t end with public offerings. USAU has issued generous stock options and warrants:

• April 2024 raise: Included 728,850 five-year warrants at $9.50. Many are now in the money and likely to be exercised, further expanding the float.

• Insider Exercises: In 2025, Chairman Luke Norman exercised warrants and immediately sold half of his shares through a cashless exercise – effectively monetizing insider compensation while public investors were still buying on hype.

Figure: Insider trading disclosure showing that Director Luke Anthony Norman sold 49,917 shares of U.S. Gold Corp. at $12.02 per share on August 9, 2025, generating $600,002 in proceeds. On the same day, Norman also exercised warrants to acquire 100,000 shares at $6.00, but used a cashless exercise, causing the company to withhold 49,917 shares to cover the exercise price. Norman ultimately received 50,083 shares, meaning he monetized half of his warrant exercise immediately.

This figure is significant because it illustrates how insiders are actively realizing gains while the stock is being promoted and trading near highs — a classic warning sign for retail investors who may be buying into a top. READ HERE

The Retail Trap

Every raise is dressed up with the same narrative: “advancing CK Gold,” “minimizing dilution,” “strengthening the balance sheet.” The reality is:

• Each raise resets the share price lower in the months after.

• Each raise transfers value from existing holders to new buyers and insiders, who often have sweetheart terms (warrant coverage, discounted shares).

• The true per-share value of CK Gold shrinks with every new issuance – meaning even if the project gets built, today’s shareholders will own a much smaller piece of it.

Bottom Line: The ATM is Always On

For a company with no revenue, no cash flow, and a $635M capex mountain ahead, dilution isn’t a risk – it’s the business plan. This is not a one-time event but a perpetual cycle: hype the stock, issue shares, burn cash, repeat.

Section Six will pull the lens back to look at management and governance, examining how the people running USAU have historically benefited from this cycle – and why investors should question whose interests are really being served.

The $635M Question – Feasibility or Fantasy?

The CK Gold Project – A Billion-Dollar Dream in a Penny-Stock Body

U.S. Gold’s entire pitch to investors centers around one thing: the CK Gold Project in Wyoming. It’s the shiny object used in every press release, presentation, and investor webinar. The company hails it as a “shovel-ready, world-class gold-copper project” with “strong economics.”

But dig into the details and the dream starts to look less like a gold mine and more like a financial death trap for current shareholders.

$635 Million Upfront – With What Money?

According to the 2025 Prefeasibility Study, the CK Gold Project has initial capital costs of approximately $635 million.

• Market Cap (≈ September 2025): ~$210-230 million.

• USAU’s cash (as of its year ended April 30, 2025): not as precisely disclosed in the snippets found so far; previous claim of $8.2M may need verification — some filings show figures in the low tens of millions. (You’ll need a direct citation for “$8.2M cash on hand” to make it bullet-proof.)

• Debt: The PFS and other filings do not indicate any long-term debt or credit facility to fund large portions of the project. (Debt = $0 is plausible but should be labeled “no material long-term debt disclosed.”)

• Shelf Registration: $150 million shelf registration is confirmed.

Implication: Even if USAU fully utilizes the $150M shelf, there remains at least ≈ $485-500 million of the $635M capex still unfunded. This assumes they secure negotiating debt or royalty financing to cover a portion of the gap — but that financing is not yet disclosed.

Equity Dilution – A Coming Shareholder Massacre

Let’s do simple math:

• Current shares outstanding: ~14M

• To raise $150M at $15/share (today’s price): issue 16.6M new shares – more than doubling the share count.

• And that still leaves $375M to fund. If raised through equity at similar prices, we could see share count balloon to 40M+, a 3x dilution from today’s levels.

And this assumes the stock price stays high through multiple offerings. Historically, USAU’s share price collapses after each raise, making future capital more expensive and dilutive.

Debt Financing – A Pipe Dream

Management has teased the idea of securing project financing through debt. But let’s be realistic:

• USAU has no revenue, no operating cash flow, and a $93M accumulated deficit.

• Any lender would demand substantial equity contribution, hedging agreements, and collateral — likely at punishing terms.

• Junior miners rarely get pure debt packages of this size without a major partner (Rio Tinto, Barrick, etc.) – and USAU has no such partner lined up.

Over-Optimistic Economics

The PFS assumes:

• Gold price: $2,100/oz (near all-time highs).

• Copper price: $4.25/lb.

• Capex inflation: Optimistically contained despite rising mining input costs.

Even a modest drop in gold/copper prices or 10–15% capex overrun would obliterate the project’s economics. And let’s be blunt — capex overruns in mining are more rule than exception.

Permits ≠ Production

Yes, U.S. Gold has secured major permits — and they trumpet this at every opportunity. But permits are just a ticket to start spending.

They do not guarantee financing, construction, or profitability. Until the company secures the $600M+ check needed to build CK Gold, those permits are little more than expensive paper.

Reality Check

The market is valuing USAU like CK Gold is a done deal. But:

• Financing is uncertain and massively dilutive.

• Timelines are long. Construction, if funded today, would take years.

• Commodity risk is huge. Gold or copper prices drop, the NPV collapses.

CK Gold is not a near-term cash generator — it’s a multi-year, high-risk science project that may never see first pour.

Conclusion: A Mirage Investors Are Chasing

CK Gold is the narrative that keeps USAU’s promotional machine alive — but from a financing and execution standpoint, it is a mirage. Unless a deep-pocketed partner steps in or metals prices stay at record highs for years, CK Gold is more likely to be a shareholder dilution machine than a gold mine.

In the next section, we’ll expose how U.S. Gold has already been running this dilution treadmill — detailing every stock sale, warrant issuance, and insider monetization that has lined management’s pockets while eroding shareholder value.

Dilution Track Record & Insider Monetization

Equity as a Business Model

U.S. Gold doesn’t make money mining gold. It makes money mining its own shareholders. The company has treated its stock like an ATM, tapping public markets every time cash runs low. This is not a side effect — this is the business model.

The Dilution Timeline

Let’s follow the money:

• Jan 2018: Raised $5M in convertible preferred stock, most of which was converted and flipped within weeks. Buyers’ identities were never disclosed — a red flag for related-party participation.

• Jun 2019: Sold $2.5M of preferred shares shortly after the Zinke-led promotion campaign. Perfect timing: pump first, raise after.

• Apr 2023: Announced a $5M direct offering days after a RagingBull email blast promoting USAU. Shareholders got diluted, company got funded.

• Apr 2024: Another $4.9M offering under the same shelf registration.

• Dec 2024: Biggest raise yet — $10.2M offering — doubling down on issuing shares while prices were elevated.

By July 2025, the share count had exploded to 14.0M shares outstanding — up from just ~2.3M shares in 2020.

Warrants: The Hidden Overhang

The company hasn’t just issued shares — it’s issued a tsunami of warrants:

• Apr 2023 Offering: Included warrants for 5M shares at $9.50.

• 2024–2025: Many of these warrants were exercised, adding more shares to the float and bringing in $7.3M in cash by May 2025.

While management calls this “strengthening the balance sheet,” in reality it’s just stealth dilution — increasing supply and pressuring future prices.

Insider Monetization

Insiders have cashed in right alongside the capital raises:

• Ed Karr (Founder/Former CEO): After stepping down in 2021, secured a $180K golden parachute consulting deal — $120K cash, $60K stock — while shareholders ate more dilution.

• Luke Norman (Chairman): Exercised warrants in 2025 and immediately sold half via a “cashless exercise,” monetizing gains rather than holding for the long-term story he pitches to investors.

• Ryan Zinke (Former Director): Collected $90K/year plus expenses for part-time “consulting,” then exited in 2022 before the company’s biggest capital raises.

Figure: Associated Press correction clarifying the terms of Ryan Zinke’s consulting arrangement with U.S. Gold Corp. The filing specifies that Zinke’s contract pays up to $120,000 per year total, including $90,000 in consulting fees (cash and stock) plus reimbursable expenses. This figure highlights that USAU was willing to pay a politically connected former Interior Secretary a six-figure sum for part-time consulting work — a move that likely offered more PR value and political optics than operational benefit, reinforcing the theme of insiders and consultants being generously compensated despite the company’s lack of revenues. READ HERE

The message is clear: management gets paid, shareholders get diluted.

Shelf Registration: Locked and Loaded

In 2025, U.S. Gold filed a $150M universal shelf registration. This is a loaded weapon — a legal right to flood the market with up to a quarter billion dollars’ worth of stock, warrants, or preferred shares.

At today’s market cap (~$210M), a full drawdown would more than double the outstanding shares again.

The Result: A Permanent Equity Treadmill

Shareholders are not investing in a growing asset — they’re funding a perpetual cycle:

1. Promote the stock with bullish news and paid campaigns.

2. Issue equity to raise cash at the highest price possible.

3. Spend the cash on overhead, consultants, and incremental drilling.

4. Repeat when cash runs out, usually at lower share prices.

This cycle has transferred tens of millions of dollars of value from public investors to insiders and service providers, with no operating revenue to show for it.

Conclusion: This Is the Short Thesis

USAU’s dilution track record is not an unfortunate necessity — it’s a pattern of behavior that benefits insiders and devastates outside shareholders. With a $250M shelf in place, we expect more offerings ahead. For current investors, this means more dilution, more overhang, and more downward pressure on the stock.

Management & Governance – Who Really Wins Here?

The Players Behind the Curtain

U.S. Gold Corp.’s leadership has always been a mix of seasoned mining veterans and professional microcap operators. While the company likes to highlight the technical credentials of its current CEO, our research shows that many of the architects of USAU’s early years – and its culture of promotion and dilution – are still influencing the story today.

Founders: The Honig-Karr Era

• Edward Karr (Founder & Former CEO):

  • Orchestrated the 2017 Dataram–Gold King reverse merger that created U.S. Gold.

  • Longtime associate of Barry Honig, who the SEC later charged with orchestrating pump-and-dump schemes across multiple microcaps.

  • As CEO, Karr oversaw two improvements to the preferred conversion ratio, enriching insiders by millions.

  • Resigned in 2021 but received a $180,000 consulting contract (60k in stock, 120k in cash) for “general advice” – effectively paying him to leave quietly.

  • Karr has a long history of involvement in other Honig-backed ventures that collapsed or were investigated, including Liberty Silver and Mabvax.

• David Rector (Former COO/Director):

  • Served as COO and board member through 2020, then left with a standard severance deal.

  • Has a track record of brief stints at Honig-network companies that never produced revenue.

  • Even served as CEO of the predecessor to PolarityTE, a biotech later subpoenaed by the SEC.

Figure: Insider profile of David Rector, former COO and director of U.S. Gold Corp., who served through 2020 before departing with a standard severance package. Rector’s résumé reflects a pattern of short executive stints at Honig-network microcaps, many of which failed to generate meaningful revenue or shareholder value. Notably, he previously served as CEO of the predecessor company to PolarityTE, a biotech that was later subpoenaed by the SEC as part of a market manipulation investigation. READ HERE

Verdict: The founders installed the promotional playbook that USAU still runs on: raise capital, hype the stock, and reward insiders regardless of results.

Current Leadership: The “Credibility Overlay”

• George Bee (President & CEO):

  • A respected mining engineer with decades at Barrick Gold and other majors.

  • Brought in during 2020 to lend technical legitimacy to CK Gold and to calm investor fears after the Honig fallout.

  • No personal red flags, no SEC or criminal issues – but faces the impossible task of financing a $635M mine on a microcap balance sheet.

• Luke Norman (Chairman):

  • A founding shareholder of Gold King (thus benefitted from the 2017 reverse merger).

  • Also a co-founder of Gold Standard Ventures, a legitimate Nevada explorer – so he brings credibility to the boardroom.

  • Exercised warrants in 2025 and sold half the shares immediately via cashless exercise – proving insiders are willing to monetize stock when the price is hot.

Verdict: Bee and Norman are competent, but they are steering a company structurally dependent on dilution. Their incentives are still tied to stock price, not to delivering production.

Governance Red Flags

• Insider Consulting & Cash Outs: Paying Karr post-exit and allowing insiders to exercise/sell into strength sends a clear message: management monetizes stock while retail chases the story.

• Conflicted History: The same insiders who created U.S. Gold benefited disproportionately from the reverse merger, raising doubts about whose interests are prioritized when major financing deals are struck.

• Board Incentives: Compensation is heavy on stock options, meaning there’s always pressure to keep the price elevated – often through aggressive PR campaigns.

Bottom Line on Governance

U.S. Gold has improved its technical and financial oversight since 2020, but the DNA of the company remains promotional. Investors must ask:

• If this leadership team was serious about minimizing dilution, why file a $150M shelf authorization?

• If they believe in the long-term story, why cashless-exercise and sell shares into promotional spikes?

The answer, in our view, is that U.S. Gold remains a vehicle primarily designed to raise and distribute capital, not to create lasting shareholder value.

Comparative Valuation & Downside Scenario

Priced Like a Producer, Built Like a Promo

At ~$15/share, U.S. Gold Corp. commands a market cap of ~$210M – not outrageous on the surface, until you consider what you’re actually buying:

• No revenue.

• $93.4M in accumulated losses.

• $8.2M in cash.

• $635M capex requirement with no financing lined up.

For context, developers with actual construction financing secured and advanced feasibility studies often trade at 0.3–0.5x NAV. USAU trades at >0.65x NAV (based on its $323M after-tax NPV in the PFS at $1,625 gold) – a premium for a company that hasn’t raised a dollar toward building its mine.

Peer Comparison: Where USAU Should Trade

Let’s line USAU up against similar-stage developers:

Even generous peers with funded projects trade at lower multiples than USAU. By simple peer comp, USAU should be closer to $6–8/share – and that’s before considering dilution.

The Dilution Drag: Adjusted NAV

Financing reality (pre-financing economics): CK Gold’s PFS capex is ~$635M. Even if USAU tapped its entire $150M shelf (plus the $40M ATM that sits under it) and then layered $250–300M of project debt/royalties, the company would still be short by roughly $145–235M before contingencies and cost creep. That shortfall almost certainly means additional equity (or a major partner), implying material further dilution to existing holders.

• The share count could double or triple depending on raise price.

• Each existing share’s claim on the project NAV is diluted by 50–65%.

• NAV per share would fall from roughly $23 (theoretical, pre-financing) to ~$8–10.

This means USAU is already trading near or above its financed NAV per share – pricing in a best-case scenario that assumes no cost overruns and smooth capital raises. Any hiccup in financing, construction, or gold prices, and the fair value collapses further.

Downside Scenario – The BMF Capital View

We model three scenarios:

1. Base Case: Shelf raise at $10/share for $150M, debt financing covers remainder. Result: share count doubles to ~28M, NAV/share falls to $8–9. Fair value: ~$8.

2. Bear Case: Dilution plus 10% capex overrun, gold at $1,500/oz. NAV falls to $250M, share count 30M+. Fair value: ~$5–6.

3. Crash Case: No financing partner found, project delayed. Market prices USAU as an exploration-stage optionality play. Fair value: $3–4 (pre-2019 trading range).

Our blended probability-weighted target: $5.50/share, ~65% downside from current levels.

Catalysts for Repricing

We see multiple near-term events that could trigger this re-rating:

• Dilutive Equity Raise: A $50–100M raise using the shelf while stock trades above $10.

• Feasibility Study Results: Due in late 2025 – if capex rises or economics soften, NAV plunges.

• Commodity Volatility: A $100–200/oz pullback in gold prices could erase half the PFS NPV.

• Promotion Exhaustion: When paid campaigns end, retail volume dries up – leaving insiders holding liquidity and traders rushing for the exits.

Bottom Line: The Math Doesn’t Lie

At today’s price, USAU is priced for a flawless execution story – fully funded mine, stable gold prices, zero hiccups. But history says otherwise: juniors almost always overrun budgets, delay timelines, and dilute existing holders.

If this plays out like dozens of other “world-class” juniors before it, we believe USAU shares will revisit the mid-single digits as dilution hits and reality catches up to the hype.

Regulatory & Ethical Concerns – Playing at the Edge

Disclosure Gaps and Fiduciary Duty Failures

From the very beginning, U.S. Gold’s formation was marked by undisclosed insider conflicts. Barry Honig’s group – later charged by the SEC for microcap fraud – sat on both sides of the Dataram–Gold King merger, yet shareholders were not told about their dual interests until after the fact.

• Copper King LLC’s 35% stake was never disclosed in a timely Schedule 13D/G, depriving investors of a clear view of who controlled the company post-merger.

• Beneficial conversion features worth $5.53M were quietly handed to insiders, transferring value from public shareholders without an up-front vote.

These are not just bad optics – they are potential violations of fiduciary duty under Delaware law and possible breaches of Section 13(d) reporting rules.

Paid Promotions – Legal but Misleading

We found multiple instances of undisclosed or lightly disclosed stock promotion campaigns:

• 2016–2017: Articles written under pseudonyms, secretly paid for by Honig’s network. The SEC later used these cases to charge John Ford and others for touting violations.

• 2018–2019: Paid campaigns ($15K per site) timed around financings, designed to create liquidity.

• 2023–2025: Explicit payments to RagingBull ($28K) and Interactive Offers LLC ($4K) to distribute bullish content on USAU, with disclaimers buried in fine print.

While technically legal if disclosed somewhere, the average retail investor never sees the disclaimers. Regulators have repeatedly warned that such “sponsored content” can mislead investors by appearing as unbiased analysis. Given that USAU’s share price spikes have coincided with these campaigns, FINRA and the SEC should be watching this pattern closely.

Internal Control Weaknesses

U.S. Gold’s own 10-Ks admit that internal controls over financial reporting were not effective as recently as FY2022. Combined with the going-concern warnings, this raises questions about whether all material relationships and transactions (especially related-party ones) are being fully captured and disclosed.

Insider Behavior – Selling Into Strength

Insiders have repeatedly monetized their positions during promotional windows:

• Honig group converted and dumped in 2017 during the merger spike.

• Preferred buyers in 2018 flipped two-thirds of their shares within weeks.

• Chairman Luke Norman’s 2025 cashless exercise/sale occurred right as USAU stock ran up from $10 to $15.

This isn’t illegal by itself, but it undermines management’s narrative that they are “aligned with shareholders” and holding for long-term mine development.

Ethics vs. Optics

Hiring Ryan Zinke – a politically connected former cabinet secretary under federal ethics investigation – as a $90K/year consultant was a headline grab but raised governance questions. The company openly stated it valued his “excellent relationships” with Interior and BLM. To skeptics, this looked like a lobbying workaround, even if technically within the law.

Regulatory Risk Going Forward

The combination of:

• Promotion-driven price spikes

• Dilution timed to market optimism

• Lack of timely beneficial ownership disclosures

• Admitted control weaknesses

makes USAU a prime candidate for future SEC scrutiny. If the agency decides to revisit the Honig-era transactions, or review whether recent campaigns adequately disclosed compensation and conflicts, shareholders could face headline risk that tanks the stock further.

Bottom Line: Where There’s Smoke…

The pattern of behavior at U.S. Gold Corp. – insider enrichment, stealth promotion, and dilution into retail enthusiasm – is exactly what regulators look for in market manipulation cases. Even if no enforcement action is filed, the risk premium for this stock should be high, not low. Current prices reflect gold fever optimism, not the very real risk that USAU’s promotional machine eventually catches regulatory heat.

Conclusion & Short Thesis

The Big Picture

After months of digging through SEC filings, financial statements, board member backgrounds, and paid promotion disclaimers, our conclusion is clear: U.S. Gold Corp. is not a growth story – it is a financing vehicle wrapped in a gold narrative.

• No revenues in 7+ years since the reverse merger.

• $93.4M in accumulated losses with just $8.2M cash left.

• $635M capex requirement with no credible financing plan.

• Serial dilution that has ballooned the share count 6x since 2020.

• Promotion after promotion to drive retail volume right before raises.

• Insiders monetizing stock into spikes instead of holding long term.

For all the glossy press releases and gold-dusted PowerPoint decks, U.S. Gold has created one thing consistently: paper for the market to buy. The business model is to hype, raise, and burn – not to build.

Our Price Target

Using peer comparisons and a fully diluted NAV model, we believe USAU shares are worth $5.50 – implying ~65% downside from current levels.

• In a financing-adjusted scenario (20–30M shares outstanding post-raise), NAV/share falls to $8–10.

• Adjusting for execution risk, gold price volatility, and dilution, fair value is much lower.

• Our bear case sees USAU revisiting $3–4, near its pre-hype 2019 trading range.

Catalysts We Expect

BMF Capital believes there are multiple near-term events that can break the illusion and reprice USAU lower:

• Dilutive Shelf Offering: The $150M shelf is locked and loaded. A big raise at $9–11/share would flood the market with new supply and crush momentum.

• Feasibility Study (FS) Results – Q3/Q4 2025: If capex creeps above $635M or economics look weaker, the NAV bull case collapses.

• Warrant Exercises & Insider Selling: Expect more insiders to cash out as the price remains elevated.

• Commodity Price Risk: A pullback in gold prices to $1,800/oz or below could wipe out much of CK Gold’s project NPV.

• Promotion Cycle Ending: Once paid campaigns stop, volume dries up and retail exits, creating an air pocket in the stock price.

Our Short Position

BMF Reports is publicly disclosing a short position in U.S. Gold Corp. (NASDAQ: USAU). We have structured our position to profit from a decline over the next 6–12 months, targeting catalysts listed above.

Our stance is simple:

“All that glitters is not gold. USAU is priced like a future producer, but runs like a perpetual promotion machine. We believe shares will re-rate lower as financing realities and dilution hit the market.”

Final Word

This report is not about gold prices. It’s about governance, capital allocation, and risk. USAU has had eight years to prove it can deliver shareholder value, and the result is the same: more shares, more losses, and a project still on paper.

We encourage investors, regulators, and analysts to look past the marketing gloss and focus on the numbers – because when you strip away the hype, USAU looks far more like a financing scheme than a future gold producer.

BMF Reports Disclosure

We are short U.S. Gold Corp. (NASDAQ: USAU).
We are not neutral, and we are not pretending to be. We are professional short sellers, and we have a direct financial interest in seeing USAU’s stock price go down. We may buy, sell, cover, or add to our position at any time without notice.

Here’s the Brutal Truth:

• No Revenue, Ever: Eight years of “development stage” with nothing but losses.

• $93M in Accumulated Deficits: That’s not growth, that’s a bonfire.

• $8M Left in Cash: Barely enough to keep the lights on.

• $635M Capex Needed: And they think they’ll build a mine with that balance sheet? Good luck.

• Serial Diluter: Share count is up 6x since 2020 and a fresh $150M shelf is ready to nuke holders again.

• Promotion Machine: Paid pumpers like RagingBull and Stock Dads have been screaming “to the moon” right before equity raises.

• Insiders Don’t Hodl: They exercise, they dump, and you’re the liquidity.

This isn’t a gold company — it’s a stock-selling machine with a gold project stapled to the front of it. The business model is to hype the stock, sell more shares, rinse, repeat.

We think USAU is worth $5.50 at best, and maybe $3–4 once reality, dilution, and financing risk kick in.

“We’re short USAU because it’s the same tired microcap hustle dressed up in a gold helmet. All that glitters ain’t gold — this is a spray-painted balance sheet with a promo budget.”

Legal Disclaimer:
This report expresses our opinions, based on public filings, research, and analysis. All information is believed to be accurate as of publication but may change without notice. This is not investment advice. Do your own research. BMF Capital and its affiliates are short USAU and stand to profit if the stock declines.