Geology and mineralogy of the Ulakhan Au-Ag epithermal deposit (northeastern Russia, Magadan Region) are considered. A four-stage scheme of mineral formation sequence is proposed. Concentrations of Au and Ag in minerals of early and late parageneses were determined. It has been established that uytenbogaardtite is associated with native gold and hypergenesis stage minerals — goethite, hydrogoethite, or limonite replacing pyrite. The compositions of uytenbogaardtite (Ag3AuS2), acanthite (Ag2S), and native gold were studied. The composition of the Ulakhan uytenbogaardtite is compared with those of Au and Ag sulfides from other deposits. Thermodynamic calculations in the system H2O–Fe–Au–Ag–S–C–Na–Cl were carried out, which simulate the interaction of native gold and silver with O2- and CO2-saturated surface waters (carbonaceous, sulfide-carbonaceous, and chloride-sodium-carbonaceous) in the presence and absence of acanthite and pyrite at 25 °C and 1 bar. In closed pyrite-including systems, native silver and kustelite are replaced by acanthite; electrum, by uytenbogaardtite, acanthite, and pure gold; and native gold with a fineness of 700–900‰, by pure gold and uytenbogaardtite. Under the interaction with surface waters in the presence of Ag2S and pyrite, Au-Ag alloys form equilibrium assemblages with petrovskaite or uytenbogaardtite and pure gold. The calculation results confirmed that Au and Ag sulfides can form after native gold in systems involving sulfide-carbon dioxide solutions (H2Saq > 10–4 m). The modeling results support the possible formation of uytenbogaardtite and petrovskaite with the participation of native gold in the hypergenesis zone of epithermal Au-Ag deposits during the oxidation of Au(Ag)-containing pyrite, acanthite, or other sulfides.