ELKO,
Nev., April 15, 2024 /PRNewswire/ -- U.S. Gold
Corp. ("U.S. Gold," the "Company," "we," "our" or "us") (NASDAQ:
USAU) today announced that it has entered into a securities
purchase agreement with certain investors, providing for the
purchase and sale of 1,400,000 shares of common stock at a price of
$3.50 per share in a registered
direct offering and, in a concurrent private placement transaction,
unregistered warrants to purchase 1,400,000 shares of our common
stock at an exercise price of $4.48
per share, resulting in total gross proceeds of approximately
$4.9 million. The warrants will be
exercisable six months following the issuance and will expire five
years following the initial exercise date. The closing of the sale
of the offered securities is expected to take place on or about
April 19, 2024, subject to the
satisfaction of customary closing conditions.
The shares of common stock (but not the shares of common stock
underlying such warrants) are being offered and sold by the Company
in a registered direct offering pursuant to a "shelf" registration
statement on Form S-3 (File No. 333-262415), including an
accompanying prospectus, previously filed, and declared effective
by the United States Securities and Exchange Commission ("SEC") on
May 12, 2022. The offering of common
stock will be made only by means of a prospectus, including a
prospectus supplement, that forms a part of the registration
statement. A final prospectus supplement and accompanying
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located
at www.sec.gov.
The warrants are being offered and sold by the Company in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), and/or Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the warrants and underlying shares of common stock may not be
offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About U.S. Gold
Corp.
U.S. Gold Corp. is a publicly traded, U.S. focused gold and
copper exploration and development company. U.S. Gold Corp. has a
portfolio of exploration properties. Our CK Gold Project is located
in Southeast Wyoming and has a
Preliminary Feasibility Study technical report, which was completed
by Gustavson Associates, LLC. Our Keystone exploration property is
on the Cortez Trend in Nevada. Our
Challis Gold Project is located in Idaho. For more information about U.S. Gold
Corp., please https://www.usgoldcorp.gold/.
Forward-Looking
Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of
forward-looking words such as "anticipate," "believe," "forecast,"
"estimated," and "intend," among others. These forward-looking
statements are based on U.S. Gold Corp.'s current expectations, and
actual results could differ materially from such statements. There
are a number of factors that could cause actual events to differ
materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks arising from:
market and other conditions; the satisfaction of customary closing
conditions related to the registered direct offering and the
concurrent private placement transaction, the prevailing market
conditions for metal prices and mining industry cost inputs,
environmental and regulatory risks, risks faced by junior companies
generally engaged in exploration activities, whether U.S. Gold
Corp. will be able to raise sufficient capital to develop the CK
Gold Project and implement future exploration programs, the success
or failure of future drilling programs, and other factors described
in the Company's most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K filed with
the Securities and Exchange Commission, which can be reviewed at
www.sec.gov. The Company has based these forward-looking statements
on its current expectations and assumptions about future events.
While management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory, and other risks, contingencies,
and uncertainties, most of which are difficult to predict and many
of which are beyond the Company's control. The Company undertakes
no duty to correct or update any information contained herein.
For additional information, please
contact:
U.S. Gold Corp. Investor Relations:
+1 800 557 4550
ir@usgoldcorp.gold
www.usgoldcorp.gold
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SOURCE U.S. Gold Corp.