U.S. Gold Corp. Private Placement of Common Stock and Warrants

On December 23, 2025, U.S. Gold Corp. entered into securities purchase agreements with certain investors for a non-brokered private placement. The company will sell an aggregate of 1,922,159 shares of its common stock at $16.25 per share, and issue unregistered warrants to purchase up to 961,077 shares of common stock. The warrants have an exercise price of $23.00 per share and expire two years after issuance. Warrants contain provisions limiting exercise to prevent beneficial ownership exceeding 4.99% or 9.99% of outstanding common stock. The agreements include a registration rights schedule, requiring the company to file a resale registration statement with the SEC within 45 days of the closing. The company must use commercially reasonable efforts to have this registration statement declared effective by the SEC within 90 or 120 days, depending on SEC review. The securities were offered under Section 4(a)(2) of the Securities Act and Regulation D, and have not been registered under federal or state securities laws. They were offered to "accredited investors." The company also issued a press release regarding this private placement.