As
filed with the Securities and Exchange Commission on February 16, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
U.S.
GOLD CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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22-1831409
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV 89801
(800)
557-4550
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
George
Bee
Chief
Executive Officer and President
1910
E. Idaho Street, Suite 102-Box 604
Elko,
NV 89801
(800)
557-4550
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Rick
A. Werner, Esq.
Jayun
Koo, Esq.
Haynes
and Boone, LLP
30
Rockefeller Plaza, 26th Floor
New
York, New York 10112
Tel.
(212) 659-7300
Fax
(212) 884-8234
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(c) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
Growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be Registered (1)(2)(3)
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Proposed Maximum Aggregate Offering Price per Share (3)
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Proposed maximum aggregate offering price
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Amount of registration fee (4)
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Common Stock, $0.001 par value per share
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—
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—
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—
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Preferred Stock, $0.001 par value per share
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—
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—
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—
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Warrants
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—
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—
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—
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—
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Units (5)
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—
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—
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—
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—
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Total Offering
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—
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—
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$
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50,000,000
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(3)
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$
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5,455
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(1)
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There
are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate
number of warrants to purchase common stock or preferred stock, and such indeterminate number of units as may, from time to
time, be issued at indeterminate prices. Any securities registered hereunder may be sold separately or as units with the other
securities registered hereunder. The proposed maximum offering price per unit will be determined, from time to time, by the
registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered
hereunder also include such indeterminate number of shares of common stock and preferred stock as may be issued upon conversion
of or exchange for preferred stock that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution
provisions of any of such securities.
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(2)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder
include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares
being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
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The
proposed maximum offering price per security will be determined from time to time by the registrant in connection with, and
at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction
II.D. of Form S-3, as amended.
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(4)
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Calculated
pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of all securities
listed.
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(5)
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Each
unit will represent an interest in two or more other securities, which may or may not be separable from one another.
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THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission, of which this prospectus is a part, is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
SUBJECT
TO COMPLETION, DATED FEBRUARY 16, 2021
PROSPECTUS
U.S.
Gold Corp.
$50,000,000
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 $50,000,000.
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 February
12, 2021, the last reported sale price of our common stock as reported on the NASDAQ was $12.67 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 4 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 , 2021
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 $50,000,000.
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 4 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.
Recent
Developments
COVID-19
Developments
The
global COVID-19 pandemic continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ongoing
COVID-19 pandemic has and may continue to adversely impact our business, as our operations are based in and rely on third parties
located in areas affected by the pandemic.
We,
or our people, investors, contractors or stakeholders, have been prevented from free cross-border travel or normal attendance
to activities in conducting our business at trade shows, presentations, meetings or other activities meant to promote or execute
our business strategy and transactions. We have been prevented from receiving goods or services from contractors. Decisions beyond
our control, such as canceled events, restricted travel, barriers to entry or other factors have affected or 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. Furthermore, our exploration activities rely heavily on outside
contracts. The COVID-19 pandemic has caused disruptions in travel and accessing our exploration properties with contractors. Such
government-imposed precautionary measures may have been relaxed in certain countries or states, but there is no assurance that
more strict measures will be put in place again due to a resurgence in COVID-19 cases or in response to the spread of a new strain
of COVID-19. There can be no assurance that the Company and its personnel may travel and access property freely in the near future.
Moreover,
the COVID-19 pandemic has made and continues to make indeterminable adverse effects on general commercial activity and the world
economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other epidemic
harms the global economy generally.
We
do not yet know the full extent of potential delays or impact on our business, our relationship with our business partners, or
the global economy as a whole. However, any one or a combination of these events could have an adverse effect on our other business
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.
2021
Offering
On
January 28, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors, pursuant
to which we issued and sold in a registered direct offering (the “2021 Offering”) (i) an aggregate of 914,136 shares
of our common stock at an offering price of $10.54 per share and (ii) a concurrent private placement of warrants (the “2021
Warrants”) to purchase an aggregate of 457,068 shares of common stock at an exercise price of $14.50 per share. The warrants
are exercisable six months following the issuance and will have a term of five years from the date of the initial exercise date.
In connection with the 2021 Offering and private placement, pursuant to an amendment to that certain engagement agreement with
Palladium Capital Group, LLC (“Palladium”), we issued a warrant identical in all material respects to the 2021 Warrants
to purchase 46,490 shares of common stock at an exercise price of $14.50 per share to Palladium on February 1, 2021.
Change
in Size of the Board of Directors
Effective
January 6, 2021, our board of directors increased its size from five to six directors (the “board increase”), pursuant
to Article V, Section 1 of our Second Amended and Restated Bylaws. Also, effective January 6, 2021, our board of directors appointed
Mr. Michael Waldkirch to serve on our board of directors and to fill the vacancy created by the board increase. Additionally,
effective January 6, 2021, Mr. Waldkirch replaced Mr. Ryan Zinke as a member of the Audit Committee of the board of directors.
Corporate
Information
Our
principal executive offices are located at 1910 E. Idaho Street, Suite 102-Box 604, Elko, NV 89801 and our telephone number 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 $50,000,000 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.
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 our representatives, adversely affect the health and welfare of our personnel or prevent important vendors and
contractors from performing normal and contracted activities.
The
ongoing COVID-19 pandemic has and may continue to adversely impact our business, as its operations are based in and rely on third
parties located in areas affected by the pandemic.
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. The COVID-19 pandemic has prevented us, our people, investors, contractors
or stakeholders, from free cross-border travel or normal attendance to activities in conducting our business at trade shows, presentations,
meetings or other activities meant to promote or execute our business strategy and transactions. In addition, we have been prevented
from receiving goods or services from contractors. Decisions beyond our control, such as canceled events, restricted travel, barriers
to entry or other factors have affected or 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.
Such government-imposed precautionary measures related to COVID-19 may have been relaxed in certain states, but there is no assurance
that more strict measures will be put in place again due to a resurgence in COVID-19 cases. There can be no assurance that us
or our personnel may travel and access property freely in the near future.
Furthermore,
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. The COVID-19 pandemic has caused disruptions in travel
and accessing our exploration properties with contractors. There is still uncertainty and lack of clarity with regards to travel
restrictions and future State openings in Wyoming and Nevada. We continue to monitor the overall situation closely, with the safety
of our employees and contractors as our top priority. In light of the ongoing COVID-19 pandemic, there are no assurances that
material exploration activities will take place in 2021.
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.
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 geographic surveys and determine the scope of our drilling program during our fiscal year ended April 30,
2021 and future periods;
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the
impact of COVID-19 on our business and exploration activities;
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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, 2021 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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our
ability to fund our business with our current cash reserves based on our currently planned activities;
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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
business and operating strategies; and
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statements
related to operating and legal risks.
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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, 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.
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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the
addition of exploration programs and related studies;
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a
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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a
change in our business and operating strategies.
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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 February 12, 2021, 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 February 12, 2021, there were 6,788,285 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. Its address is 237 West 37th Street, Suite 601, 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.
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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 or subscription rights, if any.
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 February 12, 2021, 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 Ballard Spahr LLP, Las Vegas, Nevada.
EXPERTS
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 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.
The
consolidated financial statements of U.S. Gold Corp. and subsidiaries as of and for the year ended April 30, 2019, incorporated
herein by reference, have been audited by KBL LLP (which contains an explanatory paragraph relating to the Company’s ability
to continue as a going concern), 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:
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the Securities and Exchange Commission on
July 13, 2020;
|
|
|
|
|
●
|
the
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended April 30, 2020 from
our definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on September 14, 2020, as supplemented on
September 23, 2020;
|
|
|
|
|
●
|
our
Quarterly Reports on Form 10-Q for the quarterly periods ended July 31, 2020 and October 31, 2020, filed with the Securities
and Exchange Commission on September
11, 2020 and December 14, 2020, respectively;
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020, September 2, 2020, September 22, 2020, October 6, 2020, October 13, 2020, November 6, 2020, November 10, 2020, December 10, 2020, January 12, 2021, January 28, 2021 and February 1, 2021; and
|
|
|
|
|
●
|
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 4.6 to our Annual Report on Form 10-K for the year ended April 30, 2020, filed with
the SEC on July 13, 2020, 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.
$50,000,000
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
|
Other
Expenses of Issuance and Distribution.
|
The
fees and expenses payable by us in connection with this registration statement are estimated as follows:
Securities and Exchange Commission Registration Fee
|
|
$
|
5,455
|
|
Accounting Fees and Expenses
|
|
|
5,000
|
|
Legal Fees and Expenses
|
|
|
25,000
|
|
Printing Fees and Expenses
|
|
|
2,500
|
|
|
|
|
|
|
Total
|
|
$
|
37,955
|
|
Item
15.
|
Indemnification
of Directors and Officers.
|
Section
78.7502(1) of the Nevada Revised Statutes (“NRS”) provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (except an action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if such person: (i) is not liable for a breach of fiduciary duties that involved
intentional misconduct, fraud or a knowing violation of law; or (ii) acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
NRS
Section 78.7502(2) further provides that a corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred in connection with the defense or settlement of the action or suit if such person: (i) is not liable for
a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law; or (ii) acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (1) and (2) of NRS Section 78.7502, as described above, or in defense
of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense.
The
articles of incorporation, as amended, and the second amended and restated bylaws of the Company provide that the Company shall,
to the fullest extent permitted by the NRS, as now or hereafter in effect, indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the Company, by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or
proceeding if he: (i) is not liable pursuant to NRS Section 78.138; or (ii) acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Exhibit
No.
|
|
Description
|
|
|
|
1.1*
|
|
Form
of Underwriting Agreement
|
2.1
|
|
Articles of Merger as filed with the Nevada Secretary of State on May 23, 2017. Incorporated by reference from Exhibit 3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on May 26, 2017.
|
3.1
|
|
Articles of Incorporation filed with the Secretary of State of the State of Nevada. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 8, 2016.
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation dated July 6, 2016. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on July 8, 2016.
|
3.3
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 8, 2016.
|
3.4
|
|
Certificate of Designations, Preferences and Rights of 0% Series B Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 21, 2016.
|
3.5
|
|
Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series D Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 5, 2016.
|
3.6
|
|
Certificate of Designations, Preferences and Rights of the Company’s 0% Series C Convertible Preferred Stock. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on May 26, 2017.
|
3.7
|
|
Second Amended and Restated Bylaws. Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on November 2, 2018.
|
3.8
|
|
Certificate of Designations, Rights, Powers, Preferences, Privileges and Restrictions of the Company’s 0% Series F Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.
|
3.9
|
|
Certificate of Amendment of Articles of Incorporation of U.S. Gold Corp. Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on March 19, 2020.
|
3.10
|
|
Certificate of Designation of 0% Series G Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-8266, on March 30, 2020.
|
3.11
|
|
Certificate of Amendment to Articles of Incorporation dated May 2, 2017. Incorporated by reference from Exhibit 3.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission, SEC file number 333-239062 on June 9, 2020.
|
3.12
|
|
Certificate of Designations of Series H Convertible Preferred Stock. Incorporated by reference from Exhibit 3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.
|
3.13
|
|
Certificate of Designations of Series I Convertible Preferred Stock. Incorporated by reference from Exhibit 3.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.
|
3.12
|
|
Certificate of Designations of 0% Series G Convertible Preferred Stock (incorporated by reference from Exhibit 3.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020).
|
4.1*
|
|
Certificate
of Designation of Preferred Stock
|
4.2*
|
|
Form
of Warrant Agreement and Warrant Certificate
|
4.3*
|
|
Form
of Unit Agreement
|
4.4
|
|
Form of Common Stock Purchase Warrant. Incorporated by reference from Exhibits to a Current Report on Form 8-K with the Securities and Exchange Commission, SEC file number 001-08266, filed on May 12, 2011.
|
4.5
|
|
Form of Class X Warrant Certificate. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.
|
4.6
|
|
Form of Class Y Warrant Certificate. Incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.
|
4.7
|
|
Form of Class A Warrant Certificate. Incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on June 20, 2019.
|
4.8
|
|
Form of Common Warrant. Incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266 on March 30, 2020.
|
4.9
|
|
Form of Warrant. Incorporated by reference from Exhibit 4.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on August 13, 2020.
|
4.10
|
|
Form of Common Warrant. Incorporated by reference from Exhibit 4.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, SEC file number 001-08266, on January 28, 2021.
|
5.1**
|
|
Opinion of Ballard Spahr LLP
|
23.1**
|
|
Consent of Marcum LLP, Independent Registered Public Accounting Firm
|
23.2**
|
|
Consent of KBL, LLP, Independent Registered Public Accounting Firm
|
23.3**
|
|
Consent of Ballard Spahr LLP (included in Exhibit 5.1)
|
24.1**
|
|
Power of Attorney (included in the signature page)
|
*
|
To
be filed as an exhibit to a Current Report of the registrant on Form 8-K or other document to be incorporated herein by reference.
|
|
|
**
|
Filed
herewith.
|
The
undersigned registrant hereby undertakes:
(a)
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
|
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
|
|
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
|
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(i)
|
If
the registrant is relying on Rule 430B (§230.430B of this chapter):
|
|
(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
|
|
(B)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
|
|
(ii)
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
|
(1)
|
For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
|
|
|
|
|
(2)
|
For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Elko, State of Nevada, on February 16, 2021.
|
U.S.
GOLD CORP.
|
|
|
|
|
By:
|
/s/
George Bee
|
|
Name:
|
George
Bee
|
|
Title:
|
Chief
Executive Officer and President
|
Power
of Attorney
Each
person whose signature appears below hereby appoints each of George Bee and Edward M. Karr, severally, acting alone and without
the other, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in
the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration
statement on Form S-3, to sign any and all additional registration statements relating to the same offering of securities as this
registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file such registration statements
with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable
to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the
aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
George Bee
|
|
Chief
Executive Officer, President and
|
|
|
George
Bee
|
|
Director (principal executive officer)
|
|
February
16, 2021
|
|
|
|
|
|
/s/
Eric Alexander
|
|
Chief
Financial Officer (principal
|
|
|
Eric
Alexander
|
|
financial and accounting officer)
|
|
February
16, 2021
|
|
|
|
|
|
/s/
Edward M. Karr
|
|
|
|
|
Edward
M. Karr
|
|
Executive
Chairman
|
|
February
16, 2021
|
|
|
|
|
|
/s/
Ryan K. Zinke
|
|
|
|
|
Ryan
K. Zinke
|
|
Director
|
|
February
16, 2021
|
|
|
|
|
|
/s/
Robert W. Schafer
|
|
|
|
|
Robert
W. Schafer
|
|
Director
|
|
February
16, 2021
|
|
|
|
|
|
/s/
Tara Gilfillan
|
|
|
|
|
Tara
Gilfillan
|
|
Director
|
|
February
16, 2021
|
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|
/s/
Michael Waldkirch
|
|
|
|
|
Michael
Waldkirch
|
|
Director
|
|
February
16, 2021
|
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