TORONTO, ONTARIO--
US GOLD CORPORATION (TSX:UXG)(NYSE Amex:UXG) (the "Company" or "US Gold"), a U.S. and Mexico focused gold and silver exploration company, announced today the closing of its previously announced public offering of common stock pursuant to the Company's shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") and a shelf prospectus filed with certain Canadian securities regulatory authorities. The Company sold 22.0 million shares of common stock at a price of US$2.00 per share. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to 3.3 million additional shares of common stock to cover over-allotments, if any. The over-allotment option must be exercised prior to June 12, 2009.
Proceeds to the Company from the offering, net
of commissions and expenses, were approximately US$40.8 million
(assuming the underwriters' over-allotment option is not exercised).
US Gold intends to use the majority of the net proceeds of this
offering to fund its ongoing exploration in Nevada's Cortez Trend and
in Mexico, as more particularly described in the final prospectus
supplement dated May 12, 2009, filed with the SEC and certain Canadian
securities regulatory authorities. The remaining proceeds will be used
for general corporate purposes.
GMP Securities L.P. and Dahlman Rose & Company, LLC acted as joint book-runners for the offering.
Copies of the final prospectus supplement including the base
prospectus relating to the offering may be obtained by either
contacting the underwriters at the contact information below, by
accessing the SEC website,
www.sec.gov, or by accessing the website maintained by the Canadian securities regulatory authorities, SEDAR, at
www.sedar.com.
In the United States from:
GMP Securities L.P.
Attn: New Issues Department
145 King Street West, Suite 300
Toronto, Ontario M5H 1J8
Canada
Phone: 416-943-6130
Fax: 416-943-6134
Email:
ECM@gmpsecurities.comDahlman Rose & Company, LLC
Attn: Prospectus Dept.
142 West 57th Street
18th Floor
New York, NY 10019
Phone: 212-702-4521
Fax: 212-920-2952
Email:
ECM@dahlmanrose.com In Canada from:
GMP Securities L.P.
Attn: New Issues Department
145 King Street West, Suite 300
Toronto, Ontario M5H 1J8
Canada
Phone: 416-943-6130
Fax: 416-943-6134
Email:
ECM@gmpsecurities.com This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The securities being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority
passed upon the accuracy or adequacy of the final prospectus supplement
dated May 12, 2009, the base prospectus or the Company's shelf
registration statement. A registration statement relating to the
securities has been filed with the SEC and became effective April 23,
2009. A final prospectus supplement dated May 12, 2009, relating to the
offering has been filed with the SEC. An MJDS base prospectus and a
final prospectus supplement has been filed with the securities
regulatory authorities in certain provinces in Canada.
Cautionary "safe harbor" statement under applicable securities
laws: With the exception of historical matters, the matters discussed
in this press release include forward-looking statements that involve
risks and uncertainties that could cause actual results to differ
materially from projections or estimates contained herein. Such
forward-looking statements include statements regarding future sales of
common stock and the use of proceeds from such sales. Factors that
could cause actual results to differ materially from projections or
estimates include, among others, precious metals prices, economic and
market conditions, as well as other factors described in our Annual
Report on Form 10-K for the year ended December 31, 2008, as amended,
and other filings with the SEC. Most of these factors are beyond the
Company's ability to predict or control. The Company disclaims any
obligation to update any forward-looking statement made herein. Readers
are cautioned not to put undue reliance on forward-looking statements.
ABOUT US GOLD
US Gold Corporation is a Colorado incorporated gold and silver
exploration company exploring next to Barrick's large Cortez Hills
deposits in northeastern Nevada and a high-grade silver and gold
discovery in north-western Mexico. US Gold's shares trade on the NYSE
Amex and Toronto Stock Exchanges under the symbol UXG.
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