U.S. GOLD CORP. ANNOUNCES $31.2 MILLION PRIVATE PLACEMENT

Rhea-AI Summary

U.S. Gold Corp. (NASDAQ: USAU) closed a $31.2 million private placement on Dec 23, 2025 by selling 1,922,159 common shares at $16.25 per share and warrants to purchase 961,077 shares at an exercise price of $23.00 that expire two years after issuance.

Pricing reflects an approximate 4% discount to the Dec 15, 2025 close ($16.91), was ~1.4% premium to the 30-day VWAP ($16.03) and ~1.1% discount to the 20-day VWAP ($16.43). New investors include Franklin Templeton, Mackenzie, and Libra Advisors. Net proceeds are intended for CK Gold Project development, land acquisitions, exploration and working capital.

Positive

• Gross proceeds $31.2M raised from the private placement
• Added institutional investors: Franklin Templeton, Mackenzie, Libra Advisors
• Warrants exercisable immediately (961,077 shares, $23 exercise)

Negative

• Issued 1,922,159 shares causing immediate dilution to existing holders
• Offering priced at an approximate 4% discount to Dec 15, 2025 close
• 961,077 warrants create potential two-year share overhang until expiry

News Market Reaction

+5.35% 3.6x vol

38 alerts

+5.35% News Effect

+21.5% Peak Tracked

-3.6% Trough Tracked

+$17M Valuation Impact

$337M Market Cap

3.6x Rel. Volume

On the day this news was published, USAU gained 5.35%, reflecting a notable positive market reaction. Argus tracked a peak move of +21.5% during that session. Argus tracked a trough of -3.6% from its starting point during tracking. Our momentum scanner triggered 38 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $17M to the company's valuation, bringing the market cap to $337M at that time. Trading volume was very high at 3.6x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement proceeds: $31.2 million gross Offering Shares: 1,922,159 shares Offering price: $16.25 per share +5 more

8 metrics

Private placement proceeds $31.2 million gross Closed equity private placement

Offering Shares 1,922,159 shares Common stock issued in private placement

Offering price $16.25 per share Private placement share price

Warrants issued 961,077 warrants Warrants to purchase common stock

Warrant exercise price $23.00 per share Exercise price for new warrants

Pricing discount 4% discount Relative to $16.91 close on Dec 15, 2025

30-day VWAP $16.03 per share As of Dec 15, 2025

20-day VWAP $16.43 per share As of Dec 15, 2025

Market Reality Check

Price: $17.34 Vol: Volume 549,016 is 2.16x t...

high vol

$17.34 Last Close

Volume Volume 549,016 is 2.16x the 20-day average of 254,413 shares. high

Technical Price 20.56 is trading above the 200-day MA at 13.1.

Peers on Argus

USAU’s 8.96% pre-news gain occurred while key peers showed mixed moves, with HYM...

1 Up

USAU’s 8.96% pre-news gain occurred while key peers showed mixed moves, with HYMC up 17.12%, VGZ up 3.7%, CTGO up 1.38%, GORO up 2.75% and GLDG flat. No broad, synchronized sector move is indicated.

Historical Context

5 past events · Latest: Dec 01 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	Conference participation	Neutral	-2.3%	Participation in Mines & Money @ Resourcing Tomorrow conference in London.
Nov 13	Conference participation	Neutral	-4.0%	121 Mining Investment Conference meetings highlighting CK Gold Project status.
Nov 06	Conference participation	Neutral	-1.1%	Curzio One Wealth Conference presentation focused on CK Gold Project progress.
Nov 05	Property acquisition	Positive	+0.4%	Strategic land purchases to support 2026 development of CK Gold Project.
Oct 16	Conference participation	Neutral	-3.0%	LD Micro Main Event XIX presentation on exploration and development projects.

Pattern Detected

Recent conference-related announcements often coincided with modest negative price reactions, while the CK Gold Project acquisition update saw a small positive move.

Recent Company History

Over the last few months, U.S. Gold Corp. has focused investor communication on its CK Gold Project and capital position. Multiple conference participations in October–November 2025 highlighted the project’s advanced-stage status and progression toward feasibility-level work, but shares generally slipped modestly after these updates. A November 5, 2025 release on strategic property acquisitions supporting CK Gold’s planned 2026 construction startup saw a small positive reaction. Regulatory filings in September–November 2025 emphasized warrant-related financings and going-concern risks, underscoring the importance of continued access to capital.

Market Pulse Summary

The stock moved +5.3% in the session following this news. A strong positive reaction aligns with USA...

Analysis

The stock moved +5.3% in the session following this news. A strong positive reaction aligns with USAU’s elevated pre-news price near its 52-week high of 20.66 and trading above the 200-day MA of 13.1. The completed $31.2 million private placement adds capital for the CK Gold Project and exploration, but also brings new shares and warrants, which can pressure valuation over time. Past news-flow often saw modest downside, so sustained strength would likely depend on effective deployment of this new capital.

Key Terms

private placement, warrants, exercise price, Volume Weighted Average Price ("VWAP"), +3 more

7 terms

private placement financial

"closed a private placement of 1,922,159 shares of our common stock"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"and warrants to purchase 961,077 shares of our common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"at an exercise price of $23.00 per share (the "Warrants")"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Volume Weighted Average Price ("VWAP") technical

"The 30-day and 20-day Volume Weighted Average Price ("VWAP") as of Dec 15, 2025"

VWAP, or volume weighted average price, shows the average price at which a stock has traded throughout the day, giving more importance to prices where more shares were bought or sold. It helps traders see the overall market trend and decide if a stock is fairly valued, much like finding the average speed of a car by giving more weight to the times when it traveled faster or slower.

Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Section 4(a)(2) regulatory

"in a private placement transaction under Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

AI-generated analysis. Not financial advice.

CHEYENNE, Wyo., Dec. 23, 2025 /PRNewswire/ -- U.S. Gold Corp. ("U.S. Gold," the "Company," "we," or "our") (NASDAQ: USAU) today announced that we have closed a private placement of 1,922,159 shares of our common stock at a price of $16.25 per share (the "Offering Shares") and warrants to purchase 961,077 shares of our common stock at an exercise price of $23.00 per share (the "Warrants"), pursuant to a securities purchase agreement entered into with certain investors, resulting in total gross proceeds of approximately $31.2 million. The Warrants are immediately exercisable and will expire two years after the initial issuance date. Pricing of the Offering Shares was set based on the close price of our common shares on Monday December 15, 2025 of $16.91, representing an approximate 4% discount to the close price.

The Company is excited to add a number of new shareholders, including Franklin Templeton Investments, Mackenzie Investments, and Libra Advisors to its shareholder registry.

The 30-day and 20-day Volume Weighted Average Price ("VWAP") as of Dec 15, 2025 was $16.03 and $16.43 per share, respectively. This represents a premium of approximately 1.4% to the 30-day VWAP and an approximate 1.1% discount to the 20-day VWAP.

The Company intends to use the net proceeds from the private placement for initial development costs at our CK Gold Project, potential land acquisitions, further exploration of our properties and general working capital purposes.

The Offering Shares, the Warrants, and the shares of common stock underlying the Warrants (collectively, the "Securities") have not been registered under the Securities Act, or applicable state securities laws, and were offered and sold by the Company in a private placement transaction under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Accordingly, the Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About U.S. Gold Corp.

U.S. Gold Corp. is a publicly traded, U.S. focused gold and copper exploration and development company. U.S. Gold Corp. has a portfolio of exploration properties. The Company's CK Gold Project is located in Southeast Wyoming and has a Preliminary Feasibility Study technical report, which was completed by Samuel Engineering Inc. The Company's Keystone exploration property is on the Cortez Trend in Nevada. The Company's Challis Gold Project is located in Idaho. For more information about U.S. Gold Corp., please visit https://www.usgoldcorp.com/.

Forward-Looking Statements

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 include statements regarding the anticipated use of proceeds. 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 develop the CK Gold Project and implement future exploration programs, the success or failure of future drilling 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 undertakes 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.com
www.usgoldcorp.com

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SOURCE U.S. Gold Corp.

FAQ

What did U.S. Gold (USAU) announce on December 23, 2025?

U.S. Gold closed a private placement raising $31.2M by issuing 1,922,159 shares at $16.25 and warrants for 961,077 shares exercisable at $23.

How will the USAU private placement proceeds be used?

The company intends to use net proceeds for CK Gold Project initial development, potential land acquisitions, further exploration and general working capital.

Who joined the shareholder register after the USAU private placement?

New shareholders include institutional investors Franklin Templeton, Mackenzie Investments and Libra Advisors.

What are the terms of the warrants issued in the USAU deal?

Warrants permit purchase of 961,077 common shares at $23.00 per share, are immediately exercisable and expire two years after issuance.

How was the USAU offering priced versus recent VWAP and close price on Dec 15, 2025?

Offering price $16.25 was ~4% discount to the Dec 15 close ($16.91), ~1.4% premium to 30-day VWAP ($16.03) and ~1.1% discount to 20-day VWAP ($16.43).