U.S. Gold Corp. Announces Closing of $2.5 Million Registered Direct Offering

 Source:  U.S. Gold Corporation 6/20/19

No placement agent or broker dealer participated in the offering

Gross proceeds earmarked for general corporate purposes

U.S. Gold Corp. ("U.S. Gold" or the "Company") (NASDAQ: USAU), a gold exploration and development company, announced today that it has agreed to sell, in a non-brokered offering, $2.5 million in Series F Preferred units (a "Unit"), each Unit consisting of one (1) share of 0% Series F Preferred Stock and 878 Class X Warrants. Each Unit will be sold at a negotiated price of $2,000 per Unit. Each Series F Preferred Stock at the option of the holder at any time is convertible into the number of shares of our common stock determined by dividing the $2,000 stated value per share of the Series F Preferred Stock by a conversion price of $1.14 per share, subject to adjustment. Each Class X Warrant is exercisable to acquire one share of common stock (each, a "Warrant Share") and one Class Y Warrant at an exercise price of $1.14 for a period of six (6) months from the date of issuance. Each Class Y Warrant is exercisable to acquire one Warrant Share at an exercise price of $1.14 per share, commencing six (6) months from the date of issuance (the "Initial Exercise Date") and will expire on a date that is the five (5) year anniversary of the Initial Exercise Date. The sale of the Units was priced at parity to the closing price of U.S. Gold common shares on June 19, 2019.

The net proceeds, after estimated expenses of the offering payable by the Company, will be approximately $2.425 million. The Company expects to use the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures and other corporate expenses, although the Company does not have any current plans, agreements or commitments at this time. No placement agent or broker dealer was used or participated in the offering of the Units.

U.S. Gold Corp. President and CEO Edward Karr stated, "We believe our ability to raise funds at parity to the Market supports the optimism that many of our shareholders share with management about the prospects of our two assets. We intend to use the net proceeds to advance our drilling and exploration program."

The Class X Warrants have a six-month term and provide a 'green shoe' to the Investors for up to an additional $1.25 million to the Company.

The offer and sale of the 0% Series F Preferred Stock, Class X Warrants, Class Y Warrants and common stock underlying these securities (the "Registered Securities"), are being registered under the Company's shelf registration statement on Form S-3 (File No. 333-217860), declared effective by the Securities and Exchange Commission (the "SEC") on May 16, 2017. The Company filed a prospectus supplement related to the Registered Securities with the SEC on June 19, 2019. The offering may only be made by means of a prospectus supplement and the accompanying prospectus. Copies of the final prospectus supplement and accompanying prospectus will be filed with the SEC and may be obtained by visiting EDGAR on the SEC's website at www.sec.gov.

The Company issued investors in the Unit placement, Class A Warrants in a private placement. Each Class A Warrant is exercisable to acquire one Warrant Share at an exercise price of $1.14 per share, commencing six (6) months from the date of issuance and will expire on a date that is the five (5) year anniversary of the initial exercise date. The Class A Warrants and the securities underlying the Class A Warrants have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold unless an exemption from such registration requirements is available.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of 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 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 exploration and development company. U.S. Gold Corp. has a portfolio of development and exploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment (PEA) technical report, which was completed by Mine Development Associates. Keystone is an exploration property on the Cortez Trend in Nevada. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold.

U.S. Gold Corp. Announces Planned 2019 Drilling Program at the Keystone Project, Cortez Trend, Nevada

Source:  U.S. Gold Corporation 6/6/19

U.S. Gold Corp. intends to drill up to 28,000 feet (approx. 9,000m) in up to 14 holes

This program is designed to assess a number of previously inaccessible targets because of previous permitting limitations

Identification, qualification, and prioritization of these targets were determined by means of detailed surface geology, geochemistry, and geophysics and expert knowledge of Carlin-type deposits

U.S. Gold Corp. (NASDAQ: USAU), a gold exploration and development company, is pleased to announce the commencement of the 2019 drilling program at its 20 square mile, Keystone project, in Nevada's Cortez Trend. The program will test several drill targets in areas previously inaccessible with a drill because of permitting limitations and follow up on encouraging results from late 2018 drilling. Identification and qualification of these targets has been in progress since the onset of the exploration program almost 3 years ago. This targeting effort has included iterative detailed gravity surveys, detailed geological mapping and associated prospecting, rock sampling and detailed gridded soil surveys, in addition to prior scout hole drilling. 2016-2018 scout-type drill holes, comprised of 34 individual holes drilled from 15 total drill sites, have importantly added to the knowledge of, and geological understandings of the permissive lithologies and favorable stratigraphy of the project. Scout drilling encountered thick sections of permissive host rocks, including Comus, Horse Canyon, Wenban, and Roberts Mountains Formations (similar host rock packages to the sizeable deposits at the north of the Cortez Trend), hosting anomalous to multiple gram gold intervals associated with very anomalous and thick intervals of pathfinder metals. The 2019 drilling program will now provide a first test to some of the most compelling targets on the Keystone project.



Ken Coleman, U.S. Gold Corp.'s Keystone Project Geologist, states: "We are very pleased to move forward with the assessment of these Keystone drill targets. These targets have been qualified and prioritized by our experienced exploration team and are the culmination of our last three years of exploration efforts at Keystone. Previous scout style drilling over a broad area at Keystone was essential for developing the targets which will be tested in our drilling this year." 



Ten deep, vertical drill holes, with contingency for an additional four holes, are proposed within ten high potential target areas of Keystone for the 2019 exploration program. Details for each target area are provided below, in order of priority. For those targets with two holes proposed, one hole will be drilled and then drilling will progress to the next target in priority, to allow time for results to be returned and analyzed, and to allow potential changes to exact drill hole locations to be made. A 2019 Keystone Project Map link is provided below showing previous U.S. Gold Corp. drill hole locations and the proposed 2019 Keystone drill targets, referenced as PH-xx below in each target area description. Target concept cross sections are also provided for the top ten proposed holes, referenced by target name.

The 2019 Keystone drill target sites, designated by PH #, have been identified, vetted, prioritized, and presented in numerical order; see attached figure:
http://usgoldcorp.gold/2019-targets-map.jpg




The following provides a brief summary description of these prioritized 2019 Keystone drill targets:    

Greenstone Gulch
Two holes are planned in this area (PH-1 and PH-6). There has been no previous drilling in the Greenstone Gulch target area. Upper Plate Cambrian-Ordovician Comus Formation calcareous siltstones, limestones and greenstones are exposed at surface and are variably altered along NW and NE trending, partly dacitic dike filled structural zones. Lower Plate Devonian rocks are expected at shallow depths below surface. Surface soil and rock geochemistry shows a strong pathfinder element anomaly coincident with the NW structural zones. Targeting collapse breccias and bedding replacements developed in lower Comus, at the Devonian Horse Canyon-Wenban contact, and in Wenban Unit 5.
http://usgoldcorp.gold/2019-greenstone.jpg

Sophia
Two holes will be drilled (PH-2 and PH-7) to follow up on previous drilling in the target area, especially hole Key18-09rc. Hole Key18-09rc encountered over 350 feet of nearly continuous oxidized breccia at the bottom, where it was lost at 1,605 feet in a 20-foot-wide open void. The oxidized breccia is located in Horse Canyon below a thick section of Comus skarn and hornfels. Comus skarn above the oxidized breccia yielded a 20-foot intercept of 1.135 g/t gold in garnet-magnetite skarn. The breccia at depth displays strongly anomalous gold, arsenic, thallium, mercury and many other elements, including thallium over 380 ppm. Sophia is located at the intersection of two broad NNW and NNE trending structural zones, the intersection being coincident with the strongest pathfinder soil anomalies at Keystone, a large gravity low and strong surface alteration characterized by bleaching, Fe staining, silicification and barite-alunite. Targeting a large collapse breccia developed in Horse Canyon and Wenban, similar in style and geometry to the Cortez Hills breccia deposit.
http://usgoldcorp.gold/2019-sophia.jpg

Tip Top
Two holes are planned (PH-3 and PH-8) to follow up on previous drilling in the target area, which encountered encouraging gold and Carlin-style alteration and pathfinder geochemistry. The target is located at the intersection of a major NNW trending structural zone with several NNE and NE trending fault zones which down-drop Upper Plate rocks against Lower Plate rocks. The NNW structural zone is identified as a district scale mineralized conduit at Keystone. Surface soil and rock geochemistry shows a strong pathfinder and gold anomaly coincident with a large gravity low in the immediate target area. Previous drilling has shown gold, Carlin-style alteration and oxidation are increased along the NNW structural zone. In addition, a long strike length, NW striking-shallow dipping structure was identified in previous drilling, with associated gold and dolomitization. Targeting a shallow, Goldrush-style breccia and replacement deposit developed at the intersection of the broad NNW trending structural zone with the NW striking, shallow dipping structure, and collapse breccias developed in Wenban Unit 5 in the footwall of the major NNW structural zone.
http://usgoldcorp.gold/2019-tip-top.jpg

McClusky West
One hole is planned (PH-4), southwest of the Sophia target area. Very shallow historic drilling to the west of the target area tested strong Carlin-style alteration and surface geochemical anomalies, characterized mostly by silicification and bleaching with anomalous arsenic-antimony-thallium-mercury and gold. A large gravity low is present here, coincident with an arcuate feature-landslide scarp located at the intersection of a broad NNE structural zone and a major WNW fault. In addition, at this location Lower Plate rocks are further away from the aureoles of the Walti and Mud Springs intrusives than the Sophia target area. Targeting a large collapse breccia similar in style to Cortez Hills, developed in Devonian Horse Canyon and Wenban carbonates.
http://usgoldcorp.gold/2019-mcclusky.jpg

Mud Springs
One hole is planned (PH-5), in this target area with no previous drilling. A pronounced gravity low is present with the mapped Mud Springs intrusion, adjacent to where a major NNW structural zone that serves as a district scale conduit at Keystone is projected to cut the intrusion. At the location of the gravity low, a geochemically anomalous NNE structural zone projected southwest from the Breccia Ridge target area forms an intersection zone with the major NNW structural zone. A recessive zone surrounded by variably brecciated exposures of marble (Wenban likely) with anomalous arsenic and other elements is present as well, with a few rock chips of quartz veins and silicified diorite yielding anomalous gold to 41 ppb. Targeting a confined collapse breccia developed in marble adjacent to the Mud Springs intrusion, of a similar style to Deep Star on the Carlin Trend.
http://usgoldcorp.gold/2019-mud-springs.jpg

Nina Skarn
One hole is planned (PH-9), in this new target area with no previous drilling. Devonian Horse Canyon and Wenban pyroxene skarn and hornfels are present at surface, coincident with a +2,000-foot-long gold soil anomaly with up to 200 ppb samples and associated coincident anomalous Te-Bi-Zn-Ag. This anomalous skarn zone is parallel to and appears confined to the east of a major NNW structural zone which confines strong Carlin-style alteration to the south in the Sophia Target. At the proposed hole location, several WNW trending structures are mapped cutting the skarn, with anomalous arsenic and thallium coincident with their surface traces. The potential for both gold bearing skarn and skarn hosted Carlin-type mineralization (ie. Fourmile, Deep Star) is good at this location; both ideas are the targets being pursued for this proposed hole.
http://usgoldcorp.gold/2019-nina-skarn.jpg

Breccia Ridge
One hole is planned (PH-10), to the north of U.S. Gold Corp's previous drilling, where one of the largest gravity lows at Keystone is strongest and is coincident with the intersection of several NNE and WNW striking faults. At the intersection, surface soil geochemistry is strongly anomalous in arsenic, with anomalous thallium surrounding the arsenic high. Ordovician Valmy chert and quartzite is exposed at surface, showing strong Fe and As oxide staining, barite-alunite, silicification, and bleaching. A circular collapse-looking feature is localized at the direct intersection of the NNE and WNW structural zones, suggesting a moderately plunging breccia body may be present at depth. Upper Plate Cambrian-Ordovician Comus and Lower Plate Devonian carbonates are projected to be at reasonable drilling depths at the target location and are the targeted units for potentially mineralized collapse breccia development.
http://usgoldcorp.gold/2019-breccia-ridge.jpg

Ken Coleman continues: "Our exploration team is very much looking forward to the commencement of the 2019 Keystone drilling season. Last winter saw heavy snows at Keystone, forcing us to de-mobilize at the end of 2018. We are waiting for the property to dry out to allow access. All of us are encouraged with our 2018 drilling results. Extensive ongoing analysis has brought us to this point, and we are excited to continue to test Keystone's significant potential. Much of this potential was unidentified by previous operators, as they did not have complete control over large parts of the district, nor had the benefit of the major geologic advancements made in the Cortez district over the last decade. We do, and after three years of diligent work at Keystone we are zeroing in on specific targets for discovery success."

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 development and exploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment (PEA) technical report, which was completed by Mine Development Associates. Keystone is an exploration property on the Cortez Trend in Nevada. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold.

 

U.S. Gold Corp. Issues Letter to ShareholdersOutlining Recent and Expected Milestones

Source:  U.S. Gold Corporation 5/8/19

U.S. Gold Corp. (NASDAQ: USAU) today announced that it hasissued a letter to its shareholders outlining the Company's recent and expected milestones, as it continues toadvance its Copper King and Keystone assets. As U.S. Gold Corp. lays the groundwork for future success,highlights of the Company's recent initiatives include: 

Key Achievements:

• Regained full compliance with NASDAQ listing requirements, as USAU share price has traded above the $1.00 mark for the required time period
• Recently appointed The Honorable Ryan K. Zinke to the Board of Directors
• Competed district-wide geochemical surveys on the Keystone project
• Engaged Datamine for a new Copper King exploration model
• Completed a Fall 2018 Keystone targeted drill program
• Sponsored and published an exhaustive academic study on Keystone
• Received approval of the Keystone Environmental Assessment and Plan of Operations

U.S. Gold Corp. Chairman, President and CEO Edward Karr stated, "We at U.S. Gold Corp. are extremely optimisticabout the Company's prospects. We know it has been a challenging time for many investors in the junior explorationsector, including our shareholders, but U.S. Gold Corp. believes in gold as a long-term asset and investment. Thepotential rewards of gold exploration can be substantial if a discovery is found, and our entire highly experiencedteam is working diligently to achieve exploration success.

To read the Letter to Shareholders in full, please visit:  www.usgoldcorp.gold/May2019Shareholderletter

About U.S. Gold Corp.U.S. Gold Corp. is a publicly traded U.S.-focused gold exploration company. U.S. Gold Corp. has a portfolio ofexploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment(PEA) technical report, which was completed by Mine Development Associates. Keystone is an exploration propertyon the Cortez Trend in Nevada. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold.

U.S. Gold Corp. Appoints the Honorable Ryan K. Zinke, Former Secretary of Interior to the Board of Directors

Source:  U.S. Gold Corporation 4/16/19

- Former Congressman and 52nd US Secretary of the Interior for the Trump Administration

- A geologist from Montana with in-depth mining industry regulatory contacts and experience

U.S. Gold Corp. (NASDAQ: USAU), a gold exploration and development company, is pleased to announce that the Honorable Ryan K. Zinke has been appointed to the Board of Directors.

 

The Honorable Ryan Zinke was born and raised in Montana and attended the University of Oregon where he was awarded All-PAC 10 honors, the Sahlstrom Award and the prestigious Emerald Cup Award for academic, leadership and athletic achievement. He then attended US Navy Officers Candidate School and completed Navy SEAL Training in 1985 and was assigned to SEAL Team ONE. Highlights of Commander Zinke's twenty-three-year career in Special Operations includes two tours of duty at SEAL Team SIX, Acting Commander of Special Forces in Iraq, Task Force Commander in Bosnia and Kosovo, and served as the "Dean" of Special Warfare training. He was awarded the Bronze Star for combat in Iraq and is credited with conducting 360 combat missions and the capture or kill of 72 terrorists. He retired from active duty in 2008 and was elected as a Montana State Senator and later twice elected as Montana's sole member of the US House of Representatives. He served on the House Armed Services and Natural Resources committees. In 2016, Congressman Zinke was nominated by President Donald J. Trump and later confirmed by the US Senate to serve as the 52nd US Secretary of the Interior. As Secretary, he was a champion of restoring the voice of state and local communities in land and wildlife management decisions, established and protected wildlife corridors, budgeted for the largest investment in our Nation's history for National Parks, increased public access for recreation and traditional use, and was the principle architect of the American Energy "Dominance" policy. After 31 years of public service, President Trump accepted his resignation in 2019. The Honorable Ryan Zinke is the author of American Commander and serves on numerous boards. He holds an MBA in Finance, an MS in Global Leadership, and a BS in Geology.

Edward Karr, President and CEO of U.S. Gold Corp., stated, "All of the Directors of U.S. Gold Corp. are thrilled to welcome the Honorable Ryan Zinke to our Board. As the former Secretary of the Interior and a geologist, Commander Zinke has an in-depth knowledge of the governmental regulatory and permitting process for mining and exploration companies. We look forward to his future contributions to the overall Board, technical committees and permitting assistance with our Copper King project in Wyoming."

The Honorable Ryan Zinke commented, "I look forward to joining a winning team. U.S. Gold Corp. has attractive exploration and development projects in two mining friendly jurisdictions of Wyoming and Nevada. I am confident that my prior experience can add tremendous value to the company. I am excited to work closely with management and the Board to help make mining great again in America."

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 development and exploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment (PEA) technical report, which was completed by Mine Development Associates. Keystone is an exploration property on the Cortez Trend in Nevada.  For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold.