US Gold Corp. (US Gold) has entered into an at-the-market offering agreement (ATM agreement) with H.C. Wainwright & Co., LLC (Wainwright) as sales manager. Under the terms of the ATM agreement, the company will be entitled to sell, at its sole discretion and from time to time as it may choose, common shares in the capital of the company through Wainwright, with such sales having an aggregate gross sales value of up to US$1.0 million (the offering). The ATM agreement will remain in full force and effect until the earlier of 31 July 2019, or the date that the ATM agreement is terminated in accordance with the terms therein.
Sales of shares, if any, will be made through distributions directly on the NASDAQ or other established United Statestrading market. The shares will be distributed at the market prices prevailing at the time of sale. As a result, prices of shares sold under the offering, if any, may vary between purchasers and distributions.
The offering will be made by way of a prospectus supplement dated 2 November 2018 to the base prospectus contained in the company's existing US shelf registration statement on Form S-3 (File No. 333-217860) (the Registration Statement), which became effective 16 May 2017.
The company believes that its existing working capital, coupled with potential future sources of non-dilutive financing will be sufficient to cover its fixed costs and project activities. This ATM agreement is a low-cost means of providing additional balance sheet flexibility; however, the company is under no obligation to exercise its right to sell shares under the ATM agreement. If market conditions improve significantly and Shares are sold, US Gold intends to use the net proceeds for general corporate and working capital purposes.
The company will pay Wainwright a commission equal to 3.0% of the gross sales price from sales, if any, of the shares sold under the offering.
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