Hogan Lovells US LLP |
November 21, 2011
Via EDGAR and Overnight Courier
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Dietrich King
John Reynolds
Jay Williamson
Re: US Gold Corporation
Preliminary Proxy Statement on Schedule 14A
Filed October 7, 2011
File No. 001-33190
Dear Mr. Williamson,
On behalf of US Gold Corporation (“US Gold” or the “Company”) and per our discussion on November 18, 2011 regarding the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 001-33190), as filed with the Commission on October 7, 2011 (the “Preliminary Proxy Statement”), the Company confirms that the Definitive Proxy Statement on Schedule 14A that US Gold will file on Edgar and mail to its shareholders as of the record date will include the following revision:
The Arrangement Agreement, page 85
Explanatory Note Regarding the Arrangement Agreement and the Summary of the Arrangement Agreement; Representations, Warranties and Covenants in the Arrangement Agreement Are Not Intended to be Relied Upon as Public Disclosure.
Please direct any general questions or comments regarding the foregoing to George Hagerty at (303) 454-2464 or me at (303) 454-2420 or ami.galani@hoganlovells.com.
Sincerely,
/s/ Ami Galani |
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Ami Galani |
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Associate |
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ami.galani@hoganlovells.com |
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+1 303 454 2420 |
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cc: Nils Engelstad
US Gold Corporation
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. Hogan Lovells refers to the international legal practice comprising Hogan Lovells US LLP, Hogan Lovells International LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Boulder Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jeddah Riyadh Zagreb
Statement of US Gold Corporation
November 21, 2011
Re: Preliminary Proxy Statement on Schedule 14A
Filed October 7, 2011
File No. 001-33190
US Gold Corporation (the “Company”), hereby acknowledges, in connection with the comments of the Securities and Exchange Commission (the “Commission”) staff on the above referenced filing, that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
US GOLD CORPORATION
By: | /s/ Perry Ing |
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| Perry Ing |
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| Chief Financial Officer |
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