DATED
MAY 12, 2022
Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 262415
PROSPECTUS
U.S.
Gold Corp.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the
offering, any combination of the securities described in this prospectus, up to an aggregate amount of $100,000,000.
We
will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update,
or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement
as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of
the securities offered hereby.
These
securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents;
or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation
and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”
Our
common stock is listed on the Nasdaq Capital Market (the “NASDAQ”) under the symbol “USAU.” On May 4,
2022, the last reported sale price of our common stock as reported on the NASDAQ was $5.45 per share. We recommend that you
obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable
prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.
You
should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information
incorporated by reference herein and therein.
Investing
in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors”
beginning on page 3 and in the documents incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 5, 2022.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in
this prospectus in one or more offerings up to a total amount of $100,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change
in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement
or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus,
the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the
incorporated document.
The
prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities
offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the
offering of the securities.
You
should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or
issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make
any representations in connection with this offering other than those contained or incorporated by reference in this prospectus,
any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described
herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized
by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an
offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person
to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration
statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement,
including its exhibits.
You
should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the
documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus,
before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free
writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated
by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to
the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the
information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only
as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our
business, financial condition, results of operations and prospects may have changed since that date.
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does
not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus,
the information incorporated by reference and the registration statement of which this prospectus is a part in their entirety
before investing in our securities, including the information discussed under “Risk Factors” beginning on page 3 in
this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated
by reference in this prospectus. As used in this prospectus, unless the context otherwise indicates, the terms “we,”
“our,” “us,” or “the Company” refer to U.S. Gold Corp., a Nevada corporation, and its consolidated
subsidiaries taken as a whole.
Overview
U.S.
Gold Corp. and its subsidiaries are engaged in the gold mining industry. We are a U.S. focused gold exploration and development
company. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone and Maggie
Creek Projects in Nevada and most recently the Challis Gold Project in Idaho.
We
are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects,
which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements,
leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other
consideration. We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical
studies focused on optimizing previous engineering work. We do not currently generate any cash flows from mining operations.
Corporate
Information
Our
principal executive offices are located at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 and our telephone number at that
address is (800) 557-4550. Our web site address is www.usgoldcorp.gold. Information on our website is not incorporated in this
prospectus supplement and is not part of this prospectus supplement, unless otherwise stated.
U.S.
Gold Corp., formerly known as Dataram Corporation, was originally incorporated in the State of New Jersey in 1967 and was subsequently
re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its name to U.S. Gold
Corp. from Dataram Corporation.
The
Securities We May Offer
We
may offer up to $100,000,000 of common stock, preferred stock, warrants and/or units in one or more offerings and in any combination.
This prospectus provides you with a general description of the securities we may offer. A prospectus supplement, which we will
provide each time we offer securities, will describe the specific amounts, prices and terms of these securities.
Common
Stock
We
may issue shares of our common stock from time to time. The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders and there are no cumulative rights. Subject to preferences that may be applicable
to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be declared
from time to time by our board of directors (the “Board”) out of funds legally available for that purpose. We do not
anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain our capital resources
for reinvestment in our business. In the event of our liquidation, dissolution or winding up, the holders of common stock are
entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred
stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption
or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable,
and any shares of common stock to be issued upon an offering pursuant to this prospectus and the related prospectus supplement
will be fully paid and nonassessable upon issuance. To the extent that additional shares of our common stock may be issued in
the future, the relative interests of the then existing stockholders may be diluted.
Preferred
Stock
We
may issue shares of our preferred stock from time to time, in one or more series. Our Board will determine the rights, preferences,
privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series,
without any further vote or action by stockholders. Convertible preferred stock will be convertible into our common stock or exchangeable
for our other securities. Conversion may be mandatory or at your option or both and would be at prescribed conversion rates.
If
we sell any series of preferred stock under this prospectus and applicable prospectus supplements, we will fix the rights, preferences,
privileges and restrictions of the preferred stock of such series in the certificate of designation relating to that series. We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the Securities and Exchange Commission, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you
to read the applicable prospectus supplement related to the series of preferred stock being offered, as well as the complete certificate
of designation that contains the terms of the applicable series of preferred stock.
Warrants
We
may issue warrants for the purchase of common stock or preferred stock in one or more series. We may issue warrants independently
or together with common stock or preferred stock, and the warrants may be attached to or separate from these securities. We will
evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We may enter into warrant
agreements with a bank or trust company that we select to be our warrant agent. We will indicate the name and address of the warrant
agent in the applicable prospectus supplement relating to a particular series of warrants.
In
this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus
supplement related to the particular series of warrants being offered, as well as the warrant agreements and warrant certificates
that contain the terms of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part,
or will incorporate by reference from reports that we file with the Securities and Exchange Commission, the form of warrant agreement
or warrant certificate containing the terms of the warrants we are offering before the issuance of the warrants.
Units
We
may issue units consisting of common stock, preferred stock and/or warrants for the purchase of common stock or preferred stock in one
or more series. In this prospectus, we have summarized certain general features of the units. We urge you, however, to read the applicable
prospectus supplement related to the series of units being offered, as well as the unit agreements that contain the terms of the units.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference reports that
we file with the Securities and Exchange Commission, the form of unit agreement and any supplemental agreements that describe the terms
of the series of units we are offering before the issuance of the related series of units.
RECENT
DEVELOPMENTS
On
March 16, 2022, the Company announced that it entered into a definitive agreement with an institutional investor in respect of a registered
direct offering for aggregate gross proceeds of $5 million (the “March 2022 Offering”). On March 18, 2022, the Company closed
the March 2022 Offering and received net proceeds in the amount of approximately $4.6 million.
As
of March 31, 2022, our cash and cash equivalents were approximately $9 million, which includes the net proceeds from a registered direct
offering of securities that closed on February 16, 2022 and the net proceeds from the March 2022 Offering. As at March 31, 2022, our
net working capital balance was approximately $8.7 million. The monthly burn rate of the Company for the nine months ended March 2022
was as follows:
July 2021 | | |
Aug 2021 | | |
Sept 2021 | | |
Oct 2021 | | |
Nov 2021 | | |
Dec 2021 | | |
Jan 2022 | | |
Feb 2022 | | |
Mar 2022 | |
$ | 1,387,600 | | |
$ | 1,057,900 | | |
$ | 1,338,500 | | |
$ | 1,582,200 | | |
$ | 1,036,700 | | |
$ | 836,100 | | |
$ | 877,205 | | |
$ | 716,000 | | |
$ | 595,000 | |
The
expected burn rate of the Company over the next 12 months is expected to be materially lower than the historical amounts set out above
because the objectives and planned activities of the Company vary year-over-year. The prior year’s activities of the Company focused
on exploration drilling at the Company’s CK Gold Project in Wyoming and at the Company’s Keystone and Maggie Creek projects
in Nevada, which are activities that require significant capital. Additionally, the Company performed an extensive field season at its
CK Gold Project to gather the necessary information needed to complete a feasibility study and continue the process with the permit submission.
The Company does not currently contemplate to engage in further exploration drilling and field work for the next 12 months.
Over
the next 12 months, the Company expects to achieve several milestones which include submitting an application for permit to mine in respect
of the CK Gold Project, completing a feasibility study for the CK Gold Project, and seeking listing of its common stock on the Toronto
Stock Exchange (“TSX”).
Permit
to Mine Application
Since
mid-2020, the Company has engaged with the state of Wyoming’s Department of Environmental Quality (“WY DEQ”) to gather
the necessary information and perform the required baseline monitoring to submit a permit to mine application for its CK Gold Project.
It is anticipated that this application will be submitted on or about June 2022. The Company expects that there will be ongoing costs
associated with the permit process once the application is submitted and it is anticipated that the process will take approximately 12
months after submission to receive the required permits. The Company has been incurring costs over the past 18 months because baseline
monitoring for a 12-month period is a requirement prior to making a submission of a permit application. As at January 31, 2022, the Company
had incurred costs in the amount of approximately $2.6 million in connection with the permit to mine application. The Company is expected
to continue to incur additional costs once the permit application is submitted through its ultimate approval in the amount of approximately
$600,000. In addition, the Company expects to continue to incur costs from February 2022 to the anticipated date of the submission of
the permit application in June 2022 of approximately $400,000. The receipt of this permit to mine by the Company would represent a successful
completion of this milestone. The achievement of this milestone is subject to receiving regulatory approval from the WY DEQ.
Feasibility
Study
On
February 10, 2022, the Company awarded an engineering firm a contract to complete a feasibility study on the CK Gold Project. It is anticipated
that the feasibility study will be completed on or about July 2022. In respect of this milestone, the Company had incurred approximately
$150,000 of costs as of March 31, 2022. The data gathering for the feasibility study has already been conducted so the Company does not
expect to incur further material costs in respect of this milestone. Upon completion of the feasibility study, the Company expects to
disclose it to the market in accordance with applicable securities laws which will mark the successful completion of this milestone.
Some of the risks in respect of completion of the feasibility study include mining method analysis and selection, mining production capability
assessment, capital and operating cost estimation, mining equipment selection, mining logistics capability assessments and mining engineering
and infrastructure design.
TSX
Listing
Since
late 2021, the Company has engaged with the TSX in respect of discussion for a potential listing of its common stock on the TSX. The
Company is prepared to submit an application for the listing of its common stock on the TSX. It is anticipated that this milestone may
be achieved in mid to late 2022. The expected costs for the TSX listing include the management time and resources associated with submitting
the application, legal fees and listing fees. Depending upon market factors, the results of the feasibility study and the permitting
status, it is anticipated that the Company may seek an equity financing concurrent with the listing on the TSX. The successful listing
of the common stock providing for an enhanced capital markets profile is subject to various risks including satisfying the listing requirements
of the TSX as well as the successful completion of the equity financing which will depend in large part on prevailing market conditions
at the time.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities
will contain a discussion of the risks applicable to an investment in our securities. Before deciding whether to invest in our
securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in the applicable
prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement
or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions
discussed under Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K or any updates in our Quarterly
Reports on Form 10-Q, together with all other information appearing in or incorporated by reference into this prospectus or the
applicable prospectus supplement, before deciding whether to purchase any securities being offered. If any of these risks actually
occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause
the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully
the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risk
Factors Related to our Business
Our
activities may be adversely affected by unforeseeable and unquantifiable health risks, such as the COVID-19 pandemic, whether
those effects are local, nationwide or global. Matters outside our control may prevent us from executing on our exploration programs,
limit travel of Company representatives, adversely affect the health and welfare of Company personnel or prevent important vendors and
contractors from performing normal and contracted activities.
In December 2019, a novel strain of coronavirus, COVID-19, was reported
to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions
and other public health safety measures in China and other countries. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic.
The COVID-19 pandemic has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread
of the virus, including travel bans, quarantines and other emergency public health measures. These measures have resulted in a significant
reduction in economic activity and extreme volatility in the financial markets. If the COVID-19 pandemic continues on a prolonged basis
or becomes more severe, the adverse impact on the economy may deteriorate further and our operations and cash flows may be negatively
impacted. The extent of COVID-19’s continuous impact on our financial and operational results, which could be material in the long
run, will depend on the length of time that the pandemic continues, the ability to effectively vaccinate a large percentage of the population
and whether subsequent waves of the infection or variant strains appear. Uncertainties regarding the economic impact of the ongoing COVID-19
pandemic are likely to result in sustained market volatility, which could impact our business, financial condition and cash flows to a
greater extent.
The risks to the Company related to contagious disease, or policies
implemented by governments to protect against the spread of a disease, are unforeseeable and unquantifiable by us. We, or our people,
investors, contractors or stakeholders, may be prevented from free cross-border travel or normal attendance to activities in conducting
Company business at trade shows, presentations, meetings or other activities meant to promote or execute our business strategy and transactions.
We may be prevented from receiving goods or services from contractors. Decisions beyond our control, such as canceled events, restricted
travel, barriers to entry or other factors may affect our ability to accomplish drilling programs, technical analysis of completed exploration
actions, equity raising activities, and other needs that would normally be accomplished without such limitations.
We use a variety of outsourced contractors to execute our exploration programs. Drilling contractors need to
be able to access our projects and ensure social distancing recommended safety standards While our contractors are currently able to access
our projects, there can be no assurances that this access will continue if subsequent waves of the infection or variant strains appear.
The
COVID-19 pandemic has brought tremendous uncertainty to the global financial markets. As an exploration company with no revenues,
we are reliant on constantly raising additional capital to fund our operations. A continuation or worsening of the levels of market
disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business,
results of operations and financial condition, and on the market price of our common stock. There are no assurances we will be
able to raise additional capital on favorable terms in the foreseeable future.
The COVID-19 pandemic can cause potential disruptions with several
of our outsourced consultants and professionals which we reply on to execute our business. Our outsourced accountants, financial advisors,
auditors, legal counsel, employees and Board have all experienced disruptions due to travel restrictions. This has the potential to cause
delays to current and future financial filings. The Company has taken steps to mitigate the potential risks to suppliers and employees
posed by the spread of COVID-19. The Company has implemented work from home policies where appropriate. The Company will continue to monitor
developments affecting both their workforce and contractors, and will take additional precautions that management determines are necessary
in order to mitigate the impacts.
In addition, the economic disruptions caused by COVID-19 could also
adversely impact the impairment risks for certain long-lived assets and equity method investments. We evaluated these impairment considerations
and determined that no such impairments occurred as of October 31, 2021.
To the extent that future access to the capital markets or the cost of funding is adversely affected by COVID-19, we may need
to consider alternative sources of funding for operations and working capital, which may adversely impact future results of operations,
financial condition, and cash flows.
In April 2020, President Trump signed into law legislation referred
to as the “Coronavirus Aid, Relief, and Economic Security Act” (the “CARES Act”). The CARES Act includes tax relief
provisions such as: (a) an Alternative Minimum Tax (AMT) Credit Refund, (b) a 5-year net operating losses (NOL) carryback from years 2018-2020
and (c) delayed payment of employer payroll taxes. As of April 30, 2021, U.S. Gold has approximately $32.3 million in NOL’s, which
may not be carried back to prior years to generate tax refunds, since no tax has been paid in those years by the Company. Consequently,
the CARES Act legislation did not have an impact on our income tax accounts.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement
contain “forward-looking statements,” which include information relating to future events, future financial performance,
strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” and similar
expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements
should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance
or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made
or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences include, but are not limited to:
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our plans to conduct geologic surveys and determine the scope of our
drilling program during our fiscal year ended April 30, 2022, |
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the timing, duration and overall impact of the COVID-19 pandemic on our business and exploration activities, |
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the impact of public health threats and outbreaks of other highly communicable diseases, |
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the strength of the world economies, |
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fluctuations in interest rates and foreign exchange rates, |
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changes in governmental rules and regulations or actions taken by regulatory authorities, |
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our
ability to maintain compliance with the NASDAQ’s listing standards, |
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the
conclusions of additional exploration programs and related studies, |
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expectations
and the timing and budget for exploration and future exploration of our properties, |
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our
planned expenditures during our fiscal year ended April 30, 2022 and future periods, |
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our
estimates of the cost of future permitting changes and additional bonding requirements, |
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future
exploration plans and expectations related to our properties, |
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volatility in the market price of our common stock, |
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our
ability to fund our business with our current cash reserves based on our currently planned activities, |
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our ability to raise the necessary capital required to continue our business on terms acceptable to us or at
all, |
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our
expected cash needs and the availability and plans with respect to future financing, |
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statements
concerning our financial condition, |
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our
anticipation of future environmental and regulatory impacts, |
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our ability to retain key management and mining personnel necessary to successfully operate and grow our business, |
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potential conflicts of interest involving members of our Board and senior management, |
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our
business and operating strategies, |
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statements related to operating and legal risks, including potential
liability from pending or future litigation, and |
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other factors detailed in our Annual Report on Form 10-K for the year ended April 30, 2021 and from time to time
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You
should read this prospectus, the applicable prospectus supplement and any related free-writing prospectus and the documents incorporated
by reference in this prospectus with the understanding that our actual future results, levels of activity, performance and events
and circumstances may be materially different from what we expect. The forward-looking statements contained or incorporated by
reference in this prospectus or any prospectus supplement are expressly qualified in their entirety by this cautionary statement.
We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the
date on which any such statement is made or to reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
Unless
we specify another use in the applicable prospectus supplement, we will use the net proceeds from the sale of the securities offered
by us for general corporate purposes, which may include, among other things, working capital, capital expenditures, project
development activities, exploration activities and investments. We may also use the net proceeds for the repayment, refinancing,
redemption or repurchase of current or future indebtedness or capital stock and/or to invest in or acquire complementary or
unrelated businesses or technologies, although we have no current commitments or agreements with respect to any such investments or
acquisitions as of the date of this prospectus.
We
may set forth additional information on the use of net proceeds from the sale of the securities we offer under this prospectus
in a prospectus supplement related to a specific offering.
Investors
are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management,
who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures
will depend upon numerous factors, including the amount of cash generated by our operations, the amount of competition and other operational
factors. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. In addition,
the Company generated negative cash flow from operating activities in its most recently completed financial year for which financial
statements have been included under this prospectus. Accordingly, the Company may use proceeds of distributions under this prospectus
to fund any anticipated negative cash flow from operating activities in future periods. Please refer to the section on Risk Factors in
the Company’s Form 10-K which has been incorporated by reference in this prospectus including risks relating to “There is
substantial doubt about whether we can continue as a going concern”; “We have a limited operating history on which to base
an evaluation of our business and prospects”; “We will require significant additional capital to fund our business plan”
and “We will need to obtain additional financing to fund our CK Gold, Keystone, Maggie Creek and Challis exploration programs”.
From
time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing
allocation of resources, including the proceeds of this offering, is being optimized. Circumstances that may give rise to a change
in the use of proceeds include:
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potential
acquisitions; |
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addition of exploration programs and related studies; |
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change in timing and budget for exploration and future exploration of our properties; |
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the
availability of other sources of capital, including cash from operations and financing arrangements, if any; |
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difficulty
in environmental and regulatory compliance; and |
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Pending
other uses, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds,
certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether
the proceeds invested will yield a favorable, or any, return.
DESCRIPTION
OF CAPITAL STOCK
The
following description of common stock and preferred stock summarizes the material terms and provisions of the common stock and
preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred
stock, please refer to our articles of incorporation, as amended, any certificates of designation for our preferred stock, and
our amended and restated bylaws, as may be amended from time to time. While the terms we have summarized below will apply generally
to any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred
stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred
stock we offer under that prospectus supplement may differ from the terms we describe below.
As
of May 4, 2022, our authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.001 per share, and
50,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which 1,250 shares are designated as Series
F Preferred Stock, 127 shares are designated as Series G Preferred Stock, 106,894 shares are designated as Series H Preferred Stock,
and 921,666 shares are designated as Series I Preferred Stock. Our Board has the authority, without further action by the stockholders,
to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or
imposed upon the preferred stock. As of May 4, 2022, there were 8,349,843 shares of our common stock issued and outstanding,
and no shares of preferred stock outstanding.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and there are no
cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock
are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available
for that purpose. We do not anticipate paying any cash dividends on our common stock in the foreseeable future but intend to retain
our capital resources for reinvestment in our business. In the event of our liquidation, dissolution or winding up, the holders
of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are
fully paid and non-assessable, and any shares of common stock to be issued upon an offering pursuant to this prospectus and the
related prospectus supplement will be fully paid and nonassessable upon issuance. To the extent that additional shares of our
common stock may be issued in the future, the relative interests of the then existing stockholders may be diluted.
The
transfer agent and registrar for our common stock is Equity Stock Transfer, LLC. Its address is 237 West 37th Street, Suite 602, New
York, New York 10018. Our common stock is listed on the NASDAQ under the symbol “USAU.”
Preferred
Stock
The
Board is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue
from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such number
of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be
determined by the Board, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights. Issuance of preferred stock by our Board may result in such shares having dividend and/or liquidation
preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the holders of our common
stock.
Prior
to the issuance of shares of each series of preferred stock, the Board is required by the Nevada Revised Statutes and our articles
of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Nevada.
The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations
and restrictions, including, but not limited to, some or all of the following:
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the
number of shares constituting that series and the distinctive designation of that series, which number may be increased or
decreased (but not below the number of shares then outstanding) from time to time by action of the Board; |
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the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be
cumulative, and, if so, from which date; |
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whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting
rights; |
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whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board may determine; |
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whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; |
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whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund; |
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whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series
or class in any respect; |
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the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights or priority, if any, of payment of shares of that series; and |
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any
other relative rights, preferences and limitations of that series. |
Once
designated by our Board, each series of preferred stock may have specific financial and other terms that will be described in
a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete
without reference to the documents that govern the preferred stock. These include our articles of incorporation and any certificates
of designation that our Board may adopt.
All
shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock
issued upon the exercise of preferred stock warrants.
Although
our Board has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that
could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Nevada
Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws
Anti-Takeover
Effects of Provisions of Nevada State Law
We
may be, or in the future we may become, subject to Nevada’s control share laws. A corporation is subject to Nevada’s control
share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation
does business in Nevada, including through an affiliated corporation. This control share law may have the effect of discouraging corporate
takeovers. As of May 4, 2022, we have less than 100 stockholders of record who are residents of Nevada.
The
control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding
voting shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise
the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less
than one-third; (2) one-third or more but less than a majority; or (3) a majority or more. The ability to exercise this voting
power may be direct or indirect, as well as individual or in association with others.
The
effect of the control share law is that an acquiring person, and those acting in association with that person, will obtain only
such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at
a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once
by the other stockholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person
once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring
person, those shares do not become permanent non-voting shares. The acquiring person is free to sell the shares to others. If
the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares are not governed by the control
share law.
If
control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of
the voting power, a stockholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights,
is entitled to demand fair value for such stockholder’s shares.
In
addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between
Nevada publicly traded corporations and “interested stockholders” for two years after the interested stockholder first
becomes an interested stockholder, unless the corporation’s board of directors approves the combination in advance. For
purposes of Nevada law, an interested stockholder is any person who is: (a) the beneficial owner, directly or indirectly, of 10%
or more of the voting power of the outstanding voting shares of the corporation, or (b) an affiliate or associate of the corporation
and at any time within the previous two years was the beneficial owner, directly or indirectly, of 10% or more of the voting power
of the then-outstanding shares of the corporation. The definition of “business combination” contained in the statute
is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s
assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its
other stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company
from doing so if it cannot obtain the approval of our board of directors.
Articles
of Incorporation and Bylaws
Provisions
of our articles of incorporation, as amended, and second amended and restated bylaws may delay or discourage transactions involving
an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise
receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
Therefore, these provisions could adversely affect the price of our common stock. Among other things, our articles of incorporation
and bylaws:
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permit
our Board to issue up to 50,000,000 shares of preferred stock, without further action by the stockholders, with any rights,
preferences and privileges as our Board may designate, including the right to approve an acquisition or other change in control;
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provide
that the authorized number of directors may be changed only by a resolution adopted by a majority of the whole Board; |
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provide
that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative
vote of a majority of directors then in office, even if less than a quorum; |
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do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled
to vote in any election of directors to elect all of the directors standing for election, if they should so choose); |
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provide
that special meetings of our stockholders may be called only by (i) the Chairman of the Board, (ii) the Chief Executive Officer
or (iii) a resolution adopted by a majority of the whole Board; |
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provide
that stockholders may alter, amend or repeal any section of our bylaws by an affirmative vote of the holders of at least sixty-six
and two-thirds (66 2/3%) of the outstanding voting power, voting together as a single class; and |
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provide
advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered
at a stockholder meeting must comply. |
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock or preferred stock in one or more series. We may issue warrants independently
or together with common stock or preferred stock, and the warrants may be attached to or separate from these securities.
We
will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into
a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the
United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent
in the applicable prospectus supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the
offering price and aggregate number of warrants offered; |
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security; |
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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in
the case of warrants to purchase common stock or preferred stock, the number or amount of shares of common stock or preferred
stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these
shares may be purchased upon such exercise; |
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the
manner of exercise of the warrants, including any cashless exercise rights; |
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the
warrant agreement under which the warrants will be issued; |
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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anti-dilution
provisions of the warrants, if any; |
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the
terms of any rights to redeem or call the warrants; |
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable
during that period, the specific date or dates on which the warrants will be exercisable; |
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the
manner in which the warrant agreement and warrants may be modified; |
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the
identities of the warrant agent and any calculation or other agent for the warrants; |
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federal
income tax consequences of holding or exercising the warrants; |
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the
terms of the securities issuable upon exercise of the warrants; |
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any
securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants
may be listed or quoted; and |
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants may not have any of the rights of holders of the securities purchasable upon such
exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any,
or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement,
holders of the warrants may exercise the warrants at any time up to 5:00 P.M. eastern time, the close of business, on the expiration
date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required exercise price by the methods provided in the applicable prospectus supplement.
We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information
that the holder of the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities
purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we
will, if required by the terms of the warrant, issue a new warrant certificate for the remaining amount of warrants.
Enforceability
of Rights By Holders of Warrants
Any
warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action the holder’s right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance
with their terms.
Warrant
Agreement Will Not Be Qualified Under Trust Indenture Act
No
warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a trustee, under the
Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust
Indenture Act with respect to their warrants.
Governing
Law
Unless
we provide otherwise in the applicable prospectus supplement, each warrant agreement and any warrants issued under the warrant
agreements will be governed by New York law.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus or any prospectus supplement in
any combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of
a holder, of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any times before a specified date or upon the
occurrence of a specified event or occurrence.
The
applicable prospectus supplement will describe:
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the
designation and the terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately; |
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any
unit agreement under which the units will be issued; |
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
and |
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whether
the units will be issued in fully registered or global form. |
PLAN
OF DISTRIBUTION
We
may sell the securities offered pursuant to this prospectus from time to time in one or more transactions, including, without
limitation:
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to
or through underwriters; |
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through
broker-dealers (acting as agent or principal); |
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through
agents; |
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directly
by us to one or more purchasers (including our affiliates and stockholders), through a specific bidding or auction process,
a rights offering or otherwise; |
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through
a combination of any such methods of sale; or |
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through
any other methods described in a prospectus supplement or free writing prospectus. |
The
distribution of securities may be effected, from time to time, in one or more transactions, including:
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block
transactions (which may involve crosses) and transactions on the NASDAQ or any other organized market where the securities
may be traded; |
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement or
free writing prospectus; |
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ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers; |
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sales
“at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise;
and |
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sales
in other ways not involving market makers or established trading markets, including direct sales to purchasers. |
The
applicable prospectus supplement or free writing prospectus will describe the terms of the offering of the securities, including:
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the
name or names of any underwriters, if, and if required, any dealers or agents; |
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the
purchase price of the securities and the proceeds we will receive from the sale; |
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any
underwriting discounts and other items constituting underwriters’ compensation; |
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any
discounts or concessions allowed or re-allowed or paid to dealers; and |
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any
securities exchange or market on which the securities may be listed or traded. |
We
may distribute the securities from time to time in one or more transactions at:
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a
fixed price or prices, which may be changed; |
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market
prices prevailing at the time of sale; |
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prices
related to such prevailing market prices; or |
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negotiated
prices. |
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name
of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation
of the underwriters and any dealers) in a prospectus supplement or free writing prospectus. The securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking
firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover
of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters
for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus
supplement or free writing prospectus, the obligations of the underwriters to purchase the offered securities will be subject
to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.
We
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering
price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement or free writing
prospectus. The terms of any over-allotment option will be set forth in the prospectus supplement or free writing prospectus for
those securities.
If
a dealer is used in the sale of the securities, we, or an underwriter, will sell the securities to the dealer, as principal. The
dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To
the extent required, we will set forth in the prospectus supplement, document incorporated by reference or free writing prospectus,
as applicable, the name of the dealer and the terms of the transactions.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement.
We
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement or free writing prospectus pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions
we must pay for solicitation of these contracts in the prospectus supplement or free writing prospectus.
In
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers
of the securities for whom they act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the
securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of the securities, and any institutional investors or others that purchase securities directly
for the purpose of resale or distribution, may be deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under
the Securities Act. No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule
5110, in connection with the offering of the securities.
We
may provide agents, underwriters and other purchasers with indemnification against particular civil liabilities, including liabilities
under the Securities Act, or contribution with respect to payments that the agents, underwriters or other purchasers may make
with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the
ordinary course of business.
To
facilitate the public offering of a series of securities, persons participating in the offering may engage in transactions in
accordance with Regulation M under the Exchange Act that stabilize, maintain, or otherwise affect the market price of the securities.
This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering
of more securities than have been sold to them by us. In addition, those persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to
underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at
any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described
above, if implemented, may have on the price of our securities.
Unless
otherwise specified in the applicable prospectus supplement or free writing prospectus, any common stock sold pursuant to a prospectus
supplement will be eligible for trading as listed on the NASDAQ. Any underwriters who are qualified market makers to whom securities
are sold by us for public offering and sale may make a market in the securities in accordance with Rule 103 of Regulation M, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In
order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will
be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and complied with.
To
the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.
LEGAL
MATTERS
The validity of the securities offered by this prospectus will be passed
upon by Davis Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the years ended April 30, 2021 and 2020,
incorporated herein by reference (which contains an explanatory paragraph relating to the Company’s ability to continue as a
going concern), have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, and
are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and
Exchange Commission’s website is www.sec.gov.
We
make available free of charge on or through our website at www.usgoldcorp.gold, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material
with or otherwise furnish it to the Securities and Exchange Commission.
We
have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended,
relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional
relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration
statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and the documents
referred to below under “Incorporation of Certain Information By Reference” are also available on our website, www.usgoldcorp.gold.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
Securities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it,
which means that we can disclose important information to you by referring you to those documents. The information we incorporate
by reference is an important part of this prospectus, and later information that we file with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange
Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this prospectus and prior to the termination of the offering:
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our
Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the Securities and Exchange Commission on
July 29, 2021; |
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the
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended April 30, 2021 from our
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 9, 2021; |
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our
Quarterly Reports on Form 10-Q for the quarterly periods ended July 31, 2021, October 31, 2021 and January 31, 2022,
filed with the Securities and Exchange Commission on September 14, 2021, December 14, 2021 and March 17, 2022, respectively; |
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our
Current Reports on Form 8-K filed with the Securities and Exchange Commission on September 21, 2021, December 3, 2021,
February 18, 2022 and March 21, 2022 (excluding information furnished pursuant to Items 2.02 and 7.01); and |
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the
description of our common stock contained in our Registration Statement on Form
8-A filed with the Securities and Exchange Commission on January 27, 2000, as amended and supplemented by the description
of our Common Stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended April 30, 2021, filed with
the SEC on July 29, 2021, including any amendment or reports filed for the purpose of updating such description. |
All
filings filed by us pursuant to the Securities Exchange Act of 1934, as amended, after the date of the initial filing of this
registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant
to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus
will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained
in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date
of this prospectus or the date of the documents incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy
of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this
prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this
prospectus). Any such request should be addressed to us at:
U.S.
Gold Corp.
Attention:
Corporate Secretary
1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV 89801
(800)
557-4550
You
may also access the documents incorporated by reference in this prospectus through our website at www.usgoldcorp.gold. Except
for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be
incorporated in this prospectus or the registration statement of which it forms a part.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
May 12, 2022
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