US Gold Corporation
99 George Street, 3rd Floor
Toronto, Ontario
Canada M5A 2N4
February 16, 2010
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4628
Washington, D.C. 20549-4628
Attention: Ms. Suying Li
Re: US Gold Corporation; File No. 001-33190
Dear Ms. Li:
On behalf of US Gold Corporation (“we” or the “Company”), I am writing in response to the staff’s letter dated February 2, 2010. As you are aware, the comments contained in the letter request information supplementally. Accordingly, this letter contains responses to the comments. For convenience of reference, we have retained the numbering used by the staff in the staff’s letter.
Accordingly, our responses are as follows:
Form 10-K for the Fiscal Year Ended December 31, 2008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 42
1. In response to comment 1 with regard to our grouping of mineral properties by complex, we will address the “Battle Mountain Complex” and “Other U.S. Properties” in order as follows:
Battle Mountain Complex
The staff is correct in its observation that our claim blocks within the Battle Mountain Complex are not contiguous but rather are comprised of five named claim blocks which are themselves formed in checkerboard patterns, unlike our other mineral complexes in Nevada which are more contiguous. As shown on the map on page 25 of our 2008 10-K, our properties in the Battle Mountain trend form a triangle consisting of the Valmy, Fish Creek and Slaven Canyon
February 16, 2010
U.S. Securities and Exchange Commission
Division of Corporation Finance
Attention: Ms. Suying Li
properties at the tips which are approximately 20 to 25 miles apart from each other with our largest property in the region, BMX, located within this triangle.
The checkerboard nature of the claim blocks in this region of the State was established during the federal granting of public lands during the building of the transcontinental railroads in the 1800’s. While we would certainly prefer to hold solid blocks of land, the checkerboard pattern is common throughout Nevada when in proximity to the railroads and does not affect our decision to view the individual claims within a group to be related in accordance with paragraph 10 of SFAS 144.
We had considered whether to group the claims at a lower level; however, we concluded that grouping at the Mineral Complex level would still be appropriate due to the following factors: they are contained within the same mountain formation within the Battle Mountain Cortez Trend; our exploration model presumes all of these properties potentially host Carlin-style mineralization similar to nearby gold mines (historic and operating); we dedicate the same management and geological personnel to conduct the exploration of these properties; we perform our exploration budgeting at this level; and these are still early stage targets with drilling having only recently begun in 2010.
We recognize that there are indeed physical differences between these claims areas and the Tonkin, Gold Bar, and Limo properties. These differences include the physical separation over considerable distance of 20 to 25 miles increases the geological distinctiveness of the separate project areas; a discovery on one of the properties is less likely to be meaningful to the other properties given the distances involved and infrastructure requirements such as access to roads are unlikely to benefit more than one of the property groups within the complex. The alternative grouping would have been to divide the Battle Mountain properties into a North region comprising the Valmy and BMX properties, a West region comprising the Timber Creek and Fish Creek properties and an East region which is represented by the remaining Slaven Canyon property.
We should note that neither approach would have impacted our impairment analysis since each of the individual property groups passed on their own for impairment testing purposes. Separately, a portion of Slaven Canyon property was in fact written off as reported in our 2008 10-K, as the entire amount of the $2.49M write-off was due to the termination of our lease arrangement on a portion of the Slaven Canyon property which reduced our land position from 10.31 square miles to 8.08 square miles. Recently, as disclosed in our third quarter 2009 10-Q, we allowed additional claims comprising six square miles on the Slaven Canyon property to lapse resulting in an additional write-off of $6.70M (excluding deferred tax impact). Accordingly, since the write-off was identifiable to a specific property group, the result would not have differed due to the level of aggregation.
Other U.S. Properties
All of the properties listed in this category are considered separate and distinct from each other given the large distances between properties. Accordingly, each property was evaluated for impairment separately. We did not provide the breakdown of the Other Properties balances in our last response letter as none of the properties were individually material. As at December 31, 2008, the total carrying amount was $31.1M, or 12.4% of our total mineral property interests balance of $251.2M, with the largest individual set of claims being our New Pass
February 16, 2010
U.S. Securities and Exchange Commission
Division of Corporation Finance
Attention: Ms. Suying Li
property at $8.5M, or 3.4% of the total. As at September 30, 2009, Other U.S. Properties has declined to $22.9M, or 9.7% of a total balance of $236.3M, due to the write-offs of the entire carrying amounts of the Knolls and Clover Valley properties where we allowed our claims to lapse as reported in our most recent 10-Q report.
Engineering Comments
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Policies, page 42
2. We have attached the information you have requested as Appendices A and B. The data source cited by Duff & Phelps Corp, our independent valuators, for the value of measured and indicated resource ounces was the Metals Economics Group (www.metalseconomics.com) which is Appendix A. Duff and Phelps compiled their own analysis for the value per square mile for gold mining transactions in Nevada as attached in Appendix B.
We trust this information is responsive to your questions. We would like to note that we plan to file our 2009 year-end 10-K report in approximately three weeks time and will be incorporating all of the changes we have mentioned in our previous responses to your comment letters over the past several months. We hope that you find these changes satisfactory and will agree that amending the 2008 10-K report is unnecessary at this time.
Sincerely, |
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US GOLD CORPORATION |
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/s/ Perry Y. Ing |
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Perry Y. Ing |
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Vice President and Chief Financial Officer |
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cc: | Dufford & Brown, P.C. |
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| KPMG LLP |
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U.S. Gold Corp. | Appendix A |
Market Transactions Approach - $/oz Multiple |
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As of March 23, 2007 |
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In U.S. Dollars |
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| Price Paid per Contained Ounce of Gold Equivalent |
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Resources / Reserves Certainty |
| Number of Transactions |
| Range of Prices |
| Mean |
| Median |
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Measured & Indicated |
| 21 |
| $ | 3.22 - 185.19 |
| $ | 37.45 |
| $ | 27.39 |
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Inferred/Drill Inferred/Estimated/Geologic |
| 21 |
| $ | 1.14 - 131 |
| $ | 34.95 |
| $ | 24.90 |
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TOTAL |
| 42 |
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Notes:
Data from Metals Economics Group
$ / Ounces Equivalent
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projid |
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| synopsis |
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| country |
| metals |
| certainty |
| percent_acq |
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103328 |
| Ivanhoe |
| 2/15/1999 Completed |
| Great Basin Gold is set to buy the 25% stake in the Ivanhoe gold property on the Carlin Trend in Nevada that it does not already own from Cornucopia Resources for C$3.44 million in shares. |
| STOCKSCAPE.COM TECHNOLOGIES INC |
| GREAT BASIN GOLD LTD |
| United States |
| AU AG |
| GEOL |
| 25.00 |
| 2.30 |
| 2,859,000 |
| 714,750 |
| N/A |
| $ | 3.22 |
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104516 |
| Yimuyn Manjerr |
| 2/15/1999 Completed |
| General Gold and Multiplex Resources have purchased a 95% stake in the currently closed Yimuyn Manjerr (formerly Mount Todd) gold mine in Australia’s Northern Territory from Pegasus Gold Australia for A$30 million. Pegasus Gold, which recently emerged fro |
| PEGASUS GOLD AUSTRALIA |
| MULTIPLEX RESOURCES PTY LTD; YILGARN GOLD LTD |
| Australia |
| AU CU AG |
| MIIF |
| 95.00 |
| 19.50 |
| 3,260,000 |
| 3,097,000 |
| $ | 6.30 |
| N/A |
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108653 |
| True North |
| 5/15/1999 Completed |
| Kinross Gold is set to acquire from Newmont Mining the 65% interest in the True North gold project in Alaska that it does not already own for $28 million in cash. The project will operate as a satellite deposit for Kinross’s nearby Fort Knox mill. |
| NEWMONT MINING CORP |
| KINROSS GOLD CORP |
| United States |
| AU |
| ESTM |
| 65.00 |
| 28.00 |
| 1,310,000 |
| 851,500 |
| N/A |
| $ | 32.88 |
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108974 |
| Veladero |
| 5/15/1999 Completed |
| Homestake acquired Argentina Gold and control of the Veladero gold-silver project in Argentina for about $200 million in shares. The deal represents a 56% premium over Barrick’s hostile bid, which expired in February. |
| ARGENTINA GOLD CORP (BARRICK) |
| HOMESTAKE MINING CO (Defunct) |
| Argentina |
| AU AG |
| IDIF |
| 60.00 |
| 200.00 |
| 7,051,684 |
| 4,231,010 |
| N/A |
| $ | 47.27 |
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110661 |
| Hope Bay |
| 6/15/1999 Completed |
| BHP has finally found a buyer in Cambiex Exploration for its Hope Bay gold project in the Arctic tundra. Cambiex will pay BHP $23.7 million over six years and issue BHP six million warrants. |
| BHP BILLITON LTD |
| HOPE BAY GOLD CORP |
| Canada |
| AU |
| INFE |
| 100.00 |
| 19.20 |
| 4,283,000 |
| 4,283,000 |
| N/A |
| $ | 4.48 |
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105561 |
| Bounty |
| 8/15/1999 Completed |
| Viceroy Resource is set to acquire the Bounty gold mine in Western Australia from LionOre Mining International subsidiary Forrestania Gold for cash and shares worth about A$38 million. |
| LIONORE MINING INTERNATIONAL LTD |
| QUEST CAPITAL CORP |
| Australia |
| NI AU |
| DRIF |
| 100.00 |
| 28.00 |
| 711,000 |
| 711,000 |
| N/A |
| $ | 39.38 |
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103730 |
| Butcher Well |
| 8/15/1999 Completed |
| Sons of Gwalia has purchased the 50% stake it does not already own in the Butcher Well joint venture, which includes the Red October open pit gold project, from Mount Burgess Mining for A$14 million in cash plus royalties. |
| MOUNT BURGESS MINING NL |
| SONS OF GWALIA LTD |
| Australia |
| AU |
| MIIF |
| 50.00 |
| 9.30 |
| 679,000 |
| 339,500 |
| $ | 27.39 |
| N/A |
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110661 |
| Hope Bay |
| 12/7/1999 Completed |
| On December 17, Miramar Mining acquired a 50% stake in the Hope Bay gold project in Nunavut from Cambiex for $13.34 million-the same day Cambiex acquired the project from BHP for $19.2 million plus purchase warrants. |
| HOPE BAY GOLD CORP |
| MIRAMAR MINING CORP |
| Canada |
| AU |
| INFE |
| 50.00 |
| 13.30 |
| 4,283,000 |
| 2,141,500 |
| N/A |
| $ | 6.21 |
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109043 |
| White Foil |
| 5/15/2000 Completed |
| Goldfields has confirmed that it acquired a 49% share of the Mungari West joint venture, which owns the White Foil deposit in the Kalgoorlie region of Western Australia, from Mineral Commodities for A$9 million. |
| MINERAL COMMODITIES LTD |
| GOLDFIELDS LTD |
| Australia |
| AU |
| MIIF |
| 49.00 |
| 5.50 |
| 911,000 |
| 446,390 |
| $ | 12.32 |
| N/A |
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108500 |
| Lo Increible |
| 8/15/2000 Completed |
| Crystallex has agreed to acquire Bema’s 45% controlling interest in El Callao Mining, plus all the debt owed by El Callao to Bema, and to make an offer for all the remaining outstanding shares of El Callao for an estimated total cost of $12 million. El C |
| Bema/ECM shareholders |
| CRYSTALLEX INTERNATIONAL CORP |
| Venezuela |
| AU |
| PBPS |
| 51.00 |
| 12.00 |
| 1,210,000 |
| 617,100 |
| $ | 19.45 |
| N/A |
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107115 |
| Yilgarn Star |
| 2/15/2001 Completed |
| Sons of Gwalia has finally achieved 100% ownership of the Yilgarn Star mine and associated assets in the Southern Cross district of Western Australia and now intends to rationalize all its production in the region to its more efficient mill at Marvel Loch |
| COEUR D’ALENE MINES CORP |
| SONS OF GWALIA LTD |
| Australia |
| AU |
| DRIF |
| 25.00 |
| 12.00 |
| 1,963,000 |
| 490,750 |
| N/A |
| $ | 24.45 |
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| price_paid_prim_ |
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projid |
| tranname |
| trans_date deal_status |
| synopsis |
| sellers |
| buyers |
| country |
| metals |
| certainty |
| percent_acq |
| price_paid |
| tot_cont_prim_equ |
| acq_prim_equ |
| equ_M&I |
| equ_inferred |
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103950 |
| Bendigo |
| 8/15/2001 Completed |
| Harmony Gold is acquiring a 31% interest in Bendigo Mining and its Bendigo underground project in Victoria, Australia, by purchasing 294 million shares of the company. It is also receiving 360 million options on Bendigo shares that would increase its int |
| BENDIGO MINING LTD |
| HARMONY GOLD MINING CO LTD |
| Australia |
| AU |
| IDIF |
| 31.10 |
| 24.50 |
| 1,164,000 |
| 362,004 |
| N/A |
| $ | 67.68 |
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103940 |
| M1 Pleasant |
| 11/15/2001 Completed |
| Goldfields’s acquisition of Centaur’s Mt Pleasant assets for $22 million will add significantly to the consolidation of tenements in the Kalgoorlie region currently being achieved by the merger of Delta and Goldfields. Ore from the Centaur tenements will |
| CENTAUR MINING EXPLORATION LTD |
| GOLDFIELDS LTD |
| Australia |
| AU |
| ESTM |
| 100.00 |
| 22.00 |
| 4,850,000 |
| 4,850,000 |
| N/A |
| $ | 4.54 |
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104155 |
| Gross Rosebel |
| 11/15/2001 Completed |
| Golden Star’s sale of its 50% interest in the Gross Rosebel project in Suriname to Cambior for $8 million increases Cambior’s interest in the project to 100%. In addition, Golden Star and Cambior are rationalizing their interests in a number of other ass |
| GOLDEN STAR RESOURCES LTD |
| CAMBIOR INC (Defunct) |
| Suriname |
| AU |
| INDC |
| 50.00 |
| 8.00 |
| 1,366,000 |
| 683,000 |
| $ | 11.71 |
| N/A |
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110848 |
| Camp Caiman |
| 2/15/2002 Completed |
| Hope Bay Gold is acquiring Asarco’s assets in French Guiana, principally the Camp Caiman gold project, for about $16.4 million in cash. Hope Bay plans to transfer its current French Guiana-based assets, along with those being acquired from Asarco, to a n |
| ASARCO INC (GRUPO MEXICO) |
| HOPE BAY GOLD CORP |
| French Guiana |
| AU |
| MIIF |
| 100.00 |
| 16.40 |
| 1,910,000 |
| 1,910,000 |
| $ | 8.59 |
| N/A |
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110661 |
| Hope Bay |
| 2/15/2002 Completed |
| Miramar Mining’s proposed $31.9-million, share-exchange takeover of Hope Bay Gold consolidates the ownership of the Hope Bay gold project in Nunavut. |
| HOPE BAY GOLD CORP |
| MIRAMAR MINING CORP |
| Canada |
| AU |
| MSID |
| 50.00 |
| 31.90 |
| 1,665,000 |
| 832,500 |
| $ | 38.32 |
| N/A |
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103328 |
| Ivanhoe |
| 5/15/2002 Completed |
| Hecla Mining is spending $21.8 million to acquire a 50% interest in the Hollister portion of Great Basin’s wholly owned Ivanhoe gold-silver property on Nevada’s Carlin trend. |
| GREAT BASIN GOLD LTD |
| HECLA MINING CO |
| United States |
| AU AG |
| INFE |
| 50.00 |
| 21.80 |
| 1,008,753 |
| 504,377 |
| N/A |
| $ | 43.22 |
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111737 |
| Lapa |
| 5/15/2003 Completed |
| Agnico-Eagle is busy acquiring ground near its 100%-owned and operated LaRonde underground gold mine in Quebec. In June, it brought its stake in the Lapa gold project to 100% by acquiring the 20% stake it did not already own from Breakwater Resources for |
| BREAKWATER RESOURCES LTD |
| AGNICO-EAGLE MINES LTD |
| Canada |
| AU |
| INFE |
| 20.00 |
| 8.90 |
| 811,000 |
| 162,200 |
| N/A |
| $ | 54.87 |
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111280 |
| Ocampo |
| 8/15/2003 Completed |
| Bolnisi Gold has decided to exit the Ocampo feasibility-stage gold-silver project in Mexico, selling its 60% stake to 40%-partner Gammon Lake Resources for $5 million. Gammon Lake was free-carried to production, but now will be responsible for all capita |
| BOLNISI GOLD NL |
| GAMMON LAKE RESOURCES INC |
| Mexico |
| AU AG |
| IDIF |
| 60.00 |
| 5.00 |
| 2,999,816 |
| 1,799,890 |
| N/A |
| $ | 2.78 |
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109307 |
| Meliadine West |
| 8/15/2003 Completed |
| As WMC Resources continues its exit from gold production and exploration, Calgary’s Comaplex Minerals is taking control of the Meliadine West reserves-development-stage gold project in Nunavut by buying the 56% stake it did not already own for about $17.2 |
| WMC RESOURCES LTD (BHP BILLITON) |
| COMAPLEX MINERALS CORP |
| Canada |
| AU |
| INFE |
| 56.00 |
| 17.30 |
| 2,689,000 |
| 1,505,840 |
| N/A |
| $ | 11.49 |
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111303 |
| El Limon |
| 8/15/2003 Completed |
| Wheaton Minerals is acquiring two gold projects in Mexico through two separate transactions, which are valued at a total of $86 million dollars. |
| MIRANDA MINING CORP |
| WHEATON RIVER MINERALS LTD (Defunct) |
| Mexico |
| AU |
| INFE |
| 21.20 |
| 26.00 |
| 1,521,000 |
| 322,452 |
| N/A |
| $ | 80.63 |
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| price_paid_prim_ |
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projid |
| tranname |
| trans_date deal_status |
| synopsis |
| sellers |
| buyers |
| country |
| metals |
| certainty |
| percent_acq |
| price_paid |
| tot_cont_prim_equ |
| acq_prim_equ |
| equ_M&I |
| equ_inferred |
| ||
110848 |
| Camp Caiman |
| 8/15/2003 Completed |
| Cambior is acquiring the Camp Caiman gold project in French Guinea through a share exchange agreement with Ariane Gold that values the fellow Quebec-based company at about $43 million. |
| ARIANE GOLD CORP (Defunct) |
| CAMBIOR INC (Defunct) |
| French Guiana |
| AU |
| MSID |
| 100.00 |
| 43.00 |
| 973,000 |
| 973,000 |
| $ | 44.19 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
110799 |
| Los Filos |
| 9/4/2003 Completed |
| Wheaton Minerals is acquiring two gold projects in Mexico through two separate transactions, which are valued at a total of $86 million dollars. |
| TECK COMINCO LTD |
| WHEATON RIVER MINERALS LTD (Defunct) |
| Mexico |
| AU |
| INDC |
| 70.00 |
| 48.40 |
| 1,778,000 |
| 1,244,600 |
| $ | 38.89 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
106612 |
| Robinson |
| 11/15/2003 Completed |
| After an 18-month search for cast-off, non-core assets from majors, privately owned Quadra Mining settled on a two-part bid for 100% of the shut-down Robinson gold-copper operations in Nevada and a 33.6% stake in the Highland Valley copper mine in British |
| BHP BILLITON LTD |
| QUADRA MINING LTD |
| United States |
| CU AU AG |
| IDIF |
| 100.00 |
| 18.00 |
| 15,740,018 |
| 15,740,018 |
| N/A |
| $ | 1.14 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
110799 |
| Los Filos |
| 11/15/2003 Completed |
| Wheaton Minerals is acquiring two gold projects in Mexico through two separate transactions, which are valued at a total of $86 million dollars. |
| MIRANDA MINING CORP |
| WHEATON RIVER MINERALS LTD (Defunct) |
| Mexico |
| AU |
| INDC |
| 30.00 |
| 11.60 |
| 1,778,000 |
| 533,400 |
| $ | 21.75 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
114277 |
| Coyote |
| 11/24/2003 Completed |
| AngloGold Australia has agreed to sell its Western Tanami project to Tanami Gold NL for $10.05 million. |
| ANGLOGOLD ASHANTI LTD |
| TANAMI GOLD NL |
| Australia |
| AU |
| IDIF |
| 100.00 |
| 10.05 |
| 411,000 |
| 411,000 |
| N/A |
| $ | 24.45 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
114216 |
| El Cubo |
| 2/15/2004 Completed |
| Mexgold Resources (25.7% Gammon Lake) has acquired the El Cubo gold-silver mine in Mexico from a private Mexican company for a total of $20.5 million, including $7 million in debt. |
| CIA MINERA DEL CUBO SA DE CV |
| MEXGOLD RESOURCES INC (GAMMON LAKE) |
| Mexico |
| AU AG |
| MSID |
| 100.00 |
| 20.50 |
| 288,736 |
| 288,736 |
| $ | 71.00 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
111291 |
| Pinos Altos |
| 3/15/2005 Completed |
| Agnico-Eagle Mines has exercised its option to acquire Pinos Altos from Industrias Penoles SA de CV for $66.4 million in cash and shares. |
| INDUSTRIAS PENOLES SA DE CV |
| AGNICO-EAGLE MINES LTD |
| Mexico |
| AU AG |
| IDIF |
| 100.00 |
| 66.40 |
| 2,835,768 |
| 2,835,768 |
| N/A $ |
| 23.42 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
108808 |
| Bermejal |
| 3/22/2005 Completed |
| Newly merged Goldcorp and Wheaton River announced that Mexico City-based Luismin (wholly owned by Wheaton River) had acquired the Bermejal reserves development stage gold project in Guerrero province Mexico for $70 million in cash from Industrias Penoles |
| INDUSTRIAS PENOLES SA DE CV; NEWMONT MINING CORP |
| INDUSTRIAS LUISMIN SA DE CV (GOLDCORP) |
| Mexico |
| AU AG |
| MSID |
| 100.00 |
| 70.00 |
| 2,377,000 |
| 2,377,000 |
| $ | 29.45 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
103019 |
| Sleeping Giant |
| 4/15/2005 Completed |
| Cambior has acquired the 50% stake the Sleeping Giant gold mine from Aurizon Mines for C$5 million. |
| AURIZON MINES LTD |
| CAMBIOR INC (Defunct) |
| Canada |
| AU |
| MSID |
| 50.00 |
| 4.00 |
| 231,000 |
| 115,500 |
| $ | 34.63 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
114133 |
| La Rescatada |
| 8/11/2005 Completed |
| AngloGold Ashanti has concluded an agreement for the disposal of its La Rescatada project in Peru to Aruntani SAC for a total consideration of $12.5 million. In addition, AngloGold Ashanti retained an option to repurchase 60% of the project should reserve |
| ANGLOGOLD ASHANTI LTD |
| ARUNTANI SA CV |
| Peru |
| AU |
| ESTM |
| 100.00 |
| 12.50 |
| 502,000 |
| 502,000 |
| N/A |
| $ | 24.90 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
110905 |
| Matachewan |
| 9/14/2005 Completed |
| On November 11, 2005, Northgate Minerals and Young-Davidson Mines completed their merger as announced on September 14, 2005. Northgate acquired Young-Davidson Mines and its Matachewan project for $16.95 million in shares. |
| YOUNG-DAVIDSON MINES LTD (Defunct) |
| NORTHGATE MINERALS CORP |
| Canada |
| AU |
| MIIF |
| 100.00 |
| 16.95 |
| 1,490,000 |
| 1,490,000 |
| $ | 11.38 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
108091 |
| Burnside JV |
| 9/23/2005 Completed |
| Northern Gold has purchased Harmony Gold’s 50% interest in the Burnside JV for $18.3 million, bringing its interest to 100%, as part of a consolidation of the area by GBS Gold. |
| HARMONY GOLD MINING CO LTD |
| NORTHERN GOLD NL (GBS GOLD) |
| Australia |
| AU |
| MSID |
| 50.00 |
| 18.31 |
| 2,399,000 |
| 1,199,500 |
| $ | 15.26 |
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| price_paid_prim_ |
| price_paid_prim_ |
| ||
projid |
| tranname |
| trans_date deal_status |
| synopsis |
| sellers |
| buyers |
| country |
| metals |
| certainty |
| percent_acq |
| price_paid |
| tot_cont_prim_equ |
| acq_prim_equ |
| equ_M&I |
| equ_inferred |
| ||
110541 |
| South Laverton Region |
| 10/14/2005 Completed |
| On February 14, 2006, St Barbara completed the sale of its South Laverton assets to Saracen Mineral Holdings for $13.56 million. |
| ST BARBARA LTD |
| SARACEN MINERAL HOLDINGS LTD |
| Australia |
| AU |
| MIIF |
| 100.00 |
| 12.58 |
| 764,000 |
| 764,000 |
| $ | 16.47 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
107138 |
| Cerro Casale |
| 10/26/2005 Completed |
| On October 26, 2005, Arizona Star and Bema Gold offered to buy Placer Dome’s 51% share in Cerro Casale, with a view to finally developing the project. However, Barrick Gold subsequently made a successful offer to acquire Placer Dome and has expressed an i |
| PLACER DOME INC (BARRICK GOLD) (Defunct) |
| BEMA GOLD CORP; ARIZONA STAR RESOURCE CORP |
| Chile |
| AU CU AG |
| MIIF |
| 51.00 |
| 80.00 |
| 48,695,594 |
| 24,834,753 |
| $ | 3.22 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
110661 |
| Hope Bay Gold |
| 11/16/2005 Completed |
| On November 16, 2005, Newmont Mining agreed to purchase a 9.9% interest in Miramar and its Hope Bay project for $36.5 million. |
| MIRAMAR MINING CORP |
| NEWMONT MINING CORP |
| Canada |
| AU |
| MIIF |
| 9.90 |
| 36.50 |
| 6,438,000 |
| 637,362 |
| $ | 57.27 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
114635 |
| Eleonore |
| 12/5/2005 Completed |
| Goldcorp has acquired the Eleonore high-grade gold project in northern Quebec from Virginia Gold for $420 million in Goldcorp shares. |
| VIRGINIA MINES INC |
| GOLDCORP INC |
| Canada |
| AU |
| ESTM |
| 100.00 |
| 420.00 |
| 3,215,000 |
| 3,215,000 |
| N/A |
| $ | 130.64 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
50522 |
| Pinson |
| 4/6/2006 Completed |
| Barrick subsidiary, Pinson Mining, will back in to the Pinson gold project in Nevada for a 70% interest by spending $30 million on further exploration and development of the project within three years, after which Pinson and Atna will form a 70/30 JV |
| ATNA RESOURCES LTD |
| PINSON MINING CO (BARRICK GOLD) |
| United States |
| AU |
| MSID |
| 40.00 |
| 30.00 |
| 1,732,000 |
| 692,800 |
| $ | 43.30 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
104466 |
| Mount Milligan |
| 4/19/2006 Completed |
| Atlas Cromwell entered a reverse takeover deal with Goldcorp, through which Atlas acquired five former Placer Dome Canadian gold and copper projects, including Mount Milligan, from Goldcorp for about $106 million. Goldcorp now owns 76% of Atlas, which ch |
| GOLDCORP INC |
| TERRANE METALS CORP |
| Canada |
| AU CU |
| MSID |
| 100.00 |
| 106.00 |
| 1,172,380 |
| 1,172,380 |
| $ | 90.41 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
114021 |
| Hera |
| 5/18/2006 Completed |
| CBH Resources has acquired Triako Resources and its Hera polymetallic project in New South Wales for $47.5 million. |
| TRIAKO RESOURCES LTD (CBH RESOURCES) |
| CBH RESOURCES LTD |
| Australia |
| AU ZN PB CU |
| IDIF |
| 92.75 |
| 47.50 |
| 697,301 |
| 646,747 |
| N/A |
| $ | 73.44 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
110443 |
| Gualcamayo |
| 8/16/2006 Completed |
| Yamana Gold is acquiring Viceroy Exploration and its Gualcamayo project in Argentina for $515 million in shares. |
| VICEROY EXPLORATION LTD (Defunct) |
| YAMANA GOLD INC |
| Argentina |
| AU CU |
| MSID |
| 100.00 |
| 515.00 |
| 2,781,000 |
| 2,781,000 |
| $ | 185.19 |
| N/A |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
111563 |
| Tocantinzinho |
| 9/13/2006 Completed |
| Brazauro has acquired Brazmin’s wholly owned Tocantinzinho gold project in Brazil in exchange for shares. |
| BRAZMIN CORP |
| BRAZAURO RESOURCES CORP |
| Brazil |
| AU |
| DRIF |
| 100.00 |
| 10.70 |
| 325,000 |
| 325,000 |
| N/A |
| $ | 32.92 |
|
Appendix B
U.S. Gold Corp.
Market Transaction Approach
As of March 23, 2007
In U.S. Thousand $ (Unless Otherwise Noted)
1 |
| Agnico-Eagle |
| Country or |
| County |
| Trend / |
| Fair Market Value ($1000) |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9/30/04 |
| Trend |
| Nevada |
| Eureka |
| Cortez |
| $ | 430.90 |
| 2,811 |
| 4.39 |
| 1,138 |
| 98.11 |
|
|
| NSR |
| Nevada |
| Lander |
| Cortez |
| $ | 632.51 |
| 5,914 |
| 9.24 |
| 2,393 |
| 68.45 |
|
|
| Empire |
| Nevada |
| Washoe |
| Wind Mountain |
| $ | 316.26 |
| 1,750 |
| 2.73 |
| 708 |
| 115.66 |
|
|
| Camp Douglas |
| Nevada |
| Mineral |
| Silver Star District |
| $ | 106.74 |
| 951 |
| 1.49 |
| 385 |
| 71.83 |
|
|
| Saw Tooth |
| Nevada |
| Humboldt |
|
|
| $ | 106.74 |
| 165 |
| 0.26 |
| 67 |
| 413.31 |
|
|
| Jakes Wash |
| Nevada |
| White Pine |
| Carlin |
| $ | 106.74 |
| 640 |
| 1.00 |
| 259 |
| 106.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total Contact Diamond |
|
|
|
|
|
|
| 1,700 |
| 12,232 |
| 19.11 |
| 4,950 |
| 88.94 |
|
2 |
| Barrick |
| Country or |
| County |
| Trend / |
| Fair Market Value ($1000) |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9/27/05 |
| Horse Mountain |
| Nevada |
| Lander |
| Cortez |
| $ | 2,135.26 |
| 2,881 |
| 4.50 |
| 1,166 |
| 474.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
| 2,881 |
| 4.50 |
| 1,166 |
| 474.50 |
| |
3 |
| Midway Gold Corp. |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
12/12/06 |
| Lyle Campbell Trust |
| Nevada |
|
|
| Cortez |
|
|
| 9,200 |
| 14.38 |
| 3,723 |
|
|
| |
|
| Jessup Property |
| Nevada |
|
|
|
|
|
|
| 2,240 |
| 3.50 |
| 906 |
|
|
| |
|
| Monte Property |
| Nevada |
|
|
| Cortez |
|
|
| 1,860 |
| 2.91 |
| 753 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
| $ | 14,986.95 |
| 13,300 |
| 20.78 |
| 5,382 |
| 721.18 |
|
4 |
| YGC Resources LTD |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
3/16/07 |
| Jerritt Canyon |
| Nevada |
| Elko |
|
|
| $ | 140,450.00 |
| 39,759 |
| 62.12 |
| 16,090 |
| 2,260.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
|
| 39,759 |
| 62.12 |
| 16,090 |
| 2,260.81 |
|
5 |
| Barrick |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1/19/05 |
| Long Peak |
| Nevada |
| Lander |
| Cortez |
| $ | 4,114.32 |
| 620 |
| 0.97 |
| 251 |
| 4,247.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
| 620 |
| 0.97 |
| 251 |
| 4,247.04 |
| |
6 |
| Agnico Eagle |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
8/4/05 |
| Buffalo Valley |
| Nevada |
| Lander, Humboldt, Pershing |
| Eureka |
| $ | 2,518.22 |
| 4,800 |
| 7.50 |
| 1,942 |
| 335.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
| 4,800 |
| 7.50 |
| 1,942 |
| 335.76 |
| |
7 |
| Agnico-Eagle |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2/8/06 |
| Granite Mountain |
| Nevada |
| Lander |
| Eureka |
| $ | 755.47 |
| 320 |
| 0.50 |
| 129 |
| 1,510.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
| 320 |
| 0.50 |
| 129 |
| 1,510.93 |
| |
8 |
| Placer-Dome |
| Country or |
| County |
| Trend / |
| Acquisition Price |
| Area (acres) |
| Sq Miles |
| Hectares |
| Implied Multiple |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
6/29/05 |
| Mill Creek |
| Nevada |
| Lander |
| Cortez |
| $ | 3,753.70 |
| 720 |
| 1.13 |
| 291 |
| 3,336.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Total |
|
|
|
|
|
|
|
|
| 720 |
| 1.13 |
| 291 |
| 3,336.63 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Median |
| 1,116.06 |
| |
| Notes: |
|
|
DUFF&PHELPS | Data from transaction 1 from Contact Diamond Valuation Report prepared by Watts, Griffis, and McOuat Limited. |