(All Currency Denominated in US Dollars)
US GOLD CORPORATION (NYSE:UXG)(TSX:UXG) is pleased to announce that it
intends to offer 15 million shares of its common stock in a public
underwritten offering in the United States and Canada.
Robert R. McEwen, the Company's Chairman and CEO, intends to purchase
common stock with the value equal to $20 million. The Company intends
to grant the underwriters a 30-day option to purchase up to 2.25
million additional shares of common stock to cover over-allotments, if any.
US Gold intends to use the net proceeds from this offering to complete
feasibility study work and acquire long lead-time capital items for the
El Gallo Project in Mexico, complete pre-feasibility and feasibility
work at the Gold Bar Project in Nevada, continue ongoing aggressive
exploration programs in Mexico and Nevada and for general corporate
purposes.
Dahlman Rose & Company, LLC and GMP
Securities L.P. are acting as joint book-runners for the offering and
Scotia Capital Inc. and StifelNicolaus Canada
Inc. are acting as co-managers.
The offering is being made by way of a registration statement, which
has been declared effective by the SEC, a base shelf prospectus and a
prospectus supplement each of which has been filed with the SEC and
each of the Provincial securities regulatory authorities in Canada,
other than Quebec. A copy of the preliminary prospectus supplement
incorporating the base shelf prospectus relating to the offering may be
obtained by contacting the underwriters (at the addresses 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: Dahlman Rose & Company, LLC Attn: Prospectus Dept. 1301 Avenue of the Americas, 44th Floor New York, NY 10019 Phone: 212-702-4521 Fax: 212-920-2952 Email: ECM@dahlmanrose.com 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 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
prospectus supplement, the 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
preliminary prospectus supplement relating to the offering has been
filed with the SEC. A shelf prospectus has been filed with the
securities regulatory authorities in certain provinces in Canada and a
preliminary prospectus supplement was filed with such regulatory
authorities.
Cautionary "safe harbor" statement under the Private
Securities Litigation Reform Act of 1995: 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, 2009, 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.
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