ELKO, Nevada, March 19, 2020 /PRNewswire/ -- U.S. Gold Corp.
(NASDAQ: USAU) ("U.S. Gold," or the "Company") today announced a
1-for-10 reverse split of its common stock, effective as of
5:00 pm Eastern Time, March 19, 2020. Beginning on March 20, 2020, the Company's common stock will
trade on the NASDAQ Capital Market on a split adjusted basis.
At the Company's 2019 annual meeting of stockholders on
September 18, 2019, the Company's
stockholders authorized the Board of Directors, in its discretion
but prior to September 18, 2020, to
amend the Articles of Incorporation of the Company to effect a
reverse stock split at a ratio in the range of 1-for-2 to
1-for-10.
Upon effectiveness, the reverse stock split will cause a
reduction in the number of shares of common stock outstanding and
the numbers of shares of common stock issuable upon the conversion
of the Company's outstanding shares of preferred stock and the
exercise of its outstanding stock options and warrants in
proportion to the ratio of the reverse stock split and will cause a
proportionate increase in the conversion and exercise prices of
such preferred stock, stock options and warrants. The number of
shares of common stock issuable upon exercise or vesting of
outstanding stock options and other equity awards outstanding under
the Company's long-term incentive plan will be rounded down to the
nearest whole share and the per share exercise price resulting from
any adjustment will be rounded up to the nearest whole cent.
The Company's common stock will continue to trade on the NASDAQ
Capital Market under the symbol "USAU." The new CUSIP number for
the common stock following the reverse stock split is
90291C201.
The number of authorized shares of the Company's common stock
will remain at 200,000,000, while the number of outstanding shares
will be reduced from approximately 24.4 million to 2.44 million.
No fractional shares will be issued following the reverse
stock split. Instead, stockholders who otherwise would be entitled
to receive a fractional share of common stock as a consequence of
the reverse stock split will, upon surrender to the Company's
transfer agent of the certificates representing such fractional
shares, be entitled to receive cash in lieu of such fractional
shares.
Registered stockholders holding their shares of common stock in
book-entry or through a bank, broker or other nominee form do not
need to take any action in connection with the reverse stock split.
Stockholders holding physical stock certificates, may send them to
the Company's transfer agent, Equity Stock Transfer, LLC, and
exchange them for new certificates representing the post-split
number of shares. Equity Stock Transfer, LLC can be reached at
(212) 575-5757.
Additional information about the reverse stock split can be
found in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on August
15, 2019, a copy of which is available at www.sec.gov.
About U.S. Gold Corp.
U.S. Gold Corp. is a publicly traded, U.S. focused gold
exploration company. U.S. Gold Corp. has a portfolio of exploration
properties. Copper King is located in Southeast Wyoming and has a Preliminary
Economic Assessment (PEA) technical report, which was completed by
Mine Development Associates. Keystone and Maggie Creek are exploration properties on the
Cortez and Carlin Trends in Nevada. For more information about U.S. Gold
Corp., please visit www.usgoldcorp.gold
Safe Harbor
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of
forward-looking words such as "anticipate," "believe," "forecast,"
"estimated," and "intend," among others. These forward-looking
statements are based on U.S. Gold Corp.'s current expectations, and
actual results could differ materially from such statements. There
are a number of factors that could cause actual events to differ
materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks arising
from: the prevailing market conditions for metal prices and mining
industry cost inputs, environmental and regulatory risks, risks
faced by junior companies generally engaged in exploration
activities, whether U.S. Gold Corp. will be able to raise
sufficient capital to implement future exploration programs, and
other factors described in the Company's most recent Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K filed with the Securities and Exchange Commission,
which can be reviewed at www.sec.gov. The Company has
based these forward-looking statements on its current expectations
and assumptions about future events. While management considers
these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory, and other risks, contingencies, and uncertainties, most
of which are difficult to predict and many of which are beyond the
Company's control. The Company makes no representation or warranty
that the information contained herein is complete and accurate and
we have no duty to correct or update any information contained
herein.
For additional information, please contact:
U.S. Gold
Corp. Investor Relations:
+1-800-557-4550
ir@usgoldcorp.gold
www.usgoldcorp.gold
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SOURCE U.S. Gold Corp.