UNITED STATES
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): December 9, 2011
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.) |
Suite 4750, Bay Wellington Tower
181 Bay Street, P.O. Box 792
Toronto, Ontario, Canada M5J 2T3
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (866) 441-0690
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x 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 8.01 Other Events
On December 9, 2011, US Gold Corporation (the “Company”) and Minera Andes Inc. issued a press release regarding receipt of an interim court order in connection with the proposed arrangement agreement between them. A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | | Exhibits. The following exhibits are filed with this report: |
| | | |
| | | 99.1 Press release dated December 9, 2011. |
Cautionary Statement
With the exception of historical matters, the matters discussed in this report include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding the completion of the arrangement agreement and current and future exploration and development activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, decisions of third parties over which the Company has no control, precious metals prices, economic and market conditions and future drilling results, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and other filings with the SEC. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release. Readers are cautioned not to put undue reliance on forward-looking statements.
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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: December 9, 2011 | By: | /s/ Perry Y. Ing |
| | Perry Y. Ing, Vice President and
Chief Financial Officer |
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Exhibit Index
The following is a list of the Exhibits filed herewith.
Exhibit | | |
Number | | Description of Exhibit |
| | |
99.1 | | Press Release dated December 9, 2011 |
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