ELKO, Nev., Jan. 28, 2021 /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 institutional and accredited
investors, providing for the purchase and sale of 914,136 shares of
common stock at a price of $10.54 per
share in a registered direct offering, resulting in total gross
proceeds of approximately $9.6 million. The Company also agreed to
issue unregistered warrants to the investors in a concurrent
private placement to purchase up to one-half share of common stock
for each share of common stock purchased with an exercise price of
$14.50 per share. 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 securities is expected to take place on or about
January 29, 2021, subject to the
satisfaction of customary closing conditions. Following completion
of the offering, the Company is expected to have 6,788,285 shares
of common stock issued and outstanding.
The shares of common stock were offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-239062), which was
declared effective by the United States Securities and Exchange
Commission ("SEC") on June 23, 2020.
The warrants and shares issuable upon exercise of the warrants were
offered in a concurrent private placement and have not been
registered under the Securities Act of 1933, as amended.
Palladium Capital Group, LLC acted as a financial advisor to the
issuer.
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. A prospectus supplement
relating to the shares of common stock will be filed by the Company
with the SEC. When available, copies of the prospectus supplement,
together with the accompanying prospectus, can be obtained at the
SEC's website at www.sec.gov.
About U.S. Gold Corp.
U.S. Gold Corp. is a publicly traded, U.S. focused gold
exploration and development company. U.S. Gold Corp. has a
portfolio of exploration properties. Copper King, now the CK Gold
Project, is located in Southeast
Wyoming and has a Preliminary Economic Assessment (PEA)
technical report, which was completed by Mine Development
Associates. Keystone and Maggie
Creek are exploration properties on the Cortez and Carlin
Trends in Nevada. The Challis Gold
Project is located in Idaho. For
more information about U.S. Gold Corp., please visit
www.usgoldcorp.gold.
Safe Harbor
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 concurrent
private placement, the prevailing market conditions for metal
prices and mining industry cost inputs, environmental and
regulatory risks, COVID-19 risks, risks faced by junior companies
generally engaged in exploration activities, whether U.S. Gold
Corp. will be able to raise sufficient capital to implement future
drilling programs, the success or failure of future drilling
programs, changes to assumptions contained in the PEA, 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 makes no representation or warranty that the
information contained herein is complete and accurate and we have
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
View original
content:http://www.prnewswire.com/news-releases/us-gold-corp-announces-9-6-million-registered-direct-offering-301217348.html
SOURCE U.S. Gold Corp.