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Palladium Capital Serves as Financial Advisor on $9,600,000 Registered Direct Offering by U.S. Gold Corp. (NASDAQ: USAU)

Jan. 28, 2021:

Palladium Capital Group, LLC acted as a financial advisor on the following transaction.

U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, providing for the purchase and sale of 914,136 shares of common stock at a price of $10.54 per share in a registered direct offering, resulting in total gross proceeds of approximately $9.6 million. The Company also agreed to issue unregistered warrants to the investors in a concurrent private placement to purchase up to one-half share of common stock for each share of common stock purchased with an exercise price of $14.50 per share. The warrants will be exercisable six months following the issuance and will expire five years following the initial exercise date. The closing of the sale of the securities is expected to take place on or about January 29, 2021, subject to the satisfaction of customary closing conditions. Following completion of the offering, the Company is expected to have 6,788,285 shares of common stock issued and outstanding.

The shares of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-239062), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 23, 2020. The warrants and shares issuable upon exercise of the warrants were offered in a concurrent private placement and have not been registered under the Securities Act of 1933, as amended.

Palladium Capital Group, LLC acted as a financial advisor to the issuer.

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. A prospectus supplement relating to the shares of common stock will be filed by the Company with the SEC. When available, copies of the prospectus supplement, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov.

About U.S. Gold Corp.

U.S. Gold Corp. is a publicly traded, U.S. focused gold exploration and development company. U.S. Gold Corp. has a portfolio of exploration properties. Copper King, now the CK Gold Project, 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. The Challis Gold Project is located in Idaho. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold.