CHEYENNE, Wyo.,
April 5,
2023 /PRNewswire/ -- U.S. Gold Corp. ("U.S.
Gold," the "Company," "we," "our" or "us") (NASDAQ: USAU) today
announced that it has entered into a definitive agreement with a
single institutional investor for the purchase and sale of 870,000
shares of common stock at a price of $5.75 per share and warrants to purchase 870,000
shares of our common stock at an exercise price of $6.16 per share (together the "Securities") in a
registered direct offering, resulting in total gross proceeds of
approximately $5 million before
deducting fees and other estimated offering expenses. The warrants
will become exercisable six months following the date of issuance
and will expire 5 years following the initial exercise date. The
closing of the sale of the Securities is expected to take place on
or about April 10, 2023, subject to
the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole placement
agent for the offering.
The shares of common stock and warrants issuable thereunder
described above 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 and warrants issuable thereunder will be made only by means
of 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 Company also has agreed that certain existing warrants to
purchase up to an aggregate of 625,000 shares at an exercise price
of $8.60 per share and a termination date of September
18, 2027, will be amended, effective upon the closing of the
offering, so that the amended warrants will have a reduced exercise
price of $6.16 per share and a termination date of five
and a half years following the closing of the offering.
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, the
prevailing market conditions for metal prices and mining industry
cost inputs, environmental and regulatory risks, COVID-19
uncertainties, 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.