UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 22, 2007
US GOLD CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado | 001-33190 | 84-0796160 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
165 South Union, Suite 565
Lakewood, CO 80228
Lakewood, CO 80228
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code:(303) 238-1438
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On March 22, 2007, US Gold Corporation (the “Company”) issued a press release notifying shareholders of Nevada Pacific Gold Ltd., White Knight Resources Ltd. and Tone Resources Limited (the “Target Companies”) that the Company’s offers for the Target Companies expire on March 23, 2007 at 5:00 p.m. Vancouver (Pacific) time, unless withdrawn or extended. A copy of the press release is attached to this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 8.01 Other Events.
Please refer to the information disclosed under Item 7.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
| 99.1 | Press Release dated March 22, 2007 |
Cautionary Statement
Certain statements contained herein or in the exhibits furnished with this report made by or on behalf of the Company may contain forward-looking statements. Such forward-looking statements are sometimes identified by words such as “intends,” “anticipates,” “believes,” “expects” and “hopes” and involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that could cause actual results to differ materially include, among others, drilling results, commodity prices, industry conditions, the availability of drill rigs and other support services, environmental and governmental regulations, availability of financing, judicial proceedings,force majeureevents and other risks factors as described from time to time in the Company’s filings with the Securities and Exchange Commission. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| US GOLD CORPORATION | ||||
| Date: March 22, 2007 | By: | /s/ William F. Pass | ||
| William F. Pass, Vice President, | ||||
| Chief Financial Officer and Secretary | ||||
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Exhibit Index
The following is a list of the Exhibits furnished herewith.
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Press Release dated March 22, 2007 |
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