ELKO,
Nev., Nov. 27, 2024 /PRNewswire/ -- U.S. Gold
Corp. ("U.S. Gold," the "Company," "we," "our" or "us") (NASDAQ:
USAU) today announced that it has entered into and executed a
securities purchase agreement with certain investors, providing for
the purchase and sale of 1,457,700 shares of our common stock at a
price of $7.00 per share (the
"Offering Shares") and warrants to purchase 728,850 shares of our
common stock at an exercise price of $9.50 per share (the "Warrants"), in a registered
direct offering, resulting in total gross proceeds of approximately
$10.2 million. The Warrants will
be exercisable six months following their issuance and will expire
three years after the initial issuance date. The closing of the
sale of the offered securities is expected to take place on or
about December 2, 2024, subject to
the satisfaction of customary closing conditions.
The Offering Shares, the Warrants, and the shares of common
stock underlying the Warrants (collectively, the "Securities") were
offered and will be 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 the Securities was
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.
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. Its fully permitted CK
Gold Project is located in Southeast
Wyoming and has a Preliminary Feasibility Study technical
report, which was completed by Gustavson Associates, LLC. In
addition, the Company has two exploration projects: Keystone Gold
located on the Cortez Trend in Nevada about 11 miles south of Nevada Gold Mines' Cortez Hills Complex, and
Challis Gold located in Idaho. For
more information about U.S. Gold Corp., please visit
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, 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.
