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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.
Posted In: USAU
