0001104659-09-035111.txt : 20090527 0001104659-09-035111.hdr.sgml : 20090527 20090527165045 ACCESSION NUMBER: 0001104659-09-035111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090527 DATE AS OF CHANGE: 20090527 GROUP MEMBERS: 2190303 ONTARIO INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McEwen Robert Ross CENTRAL INDEX KEY: 0001316599 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 145 KING STREET WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 1J8 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S GOLD CORP CENTRAL INDEX KEY: 0000314203 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 840796160 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32383 FILM NUMBER: 09854913 BUSINESS ADDRESS: STREET 1: 99 GEORGE STREET, 3RD FLOOR CITY: TORONTO STATE: A6 ZIP: M5A 2N4 BUSINESS PHONE: 647-258-0395 MAIL ADDRESS: STREET 1: 99 GEORGE STREET, 3RD FLOOR CITY: TORONTO STATE: A6 ZIP: M5A 2N4 FORMER COMPANY: FORMER CONFORMED NAME: U S SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880706 FORMER COMPANY: FORMER CONFORMED NAME: SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880629 SC 13D/A 1 a09-14355_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

US GOLD CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

912023207

(CUSIP Number)

Robert Ross McEwen

c/o US Gold Corporation

3rd Floor, 99 George Street

Toronto, Ontario

Canada M5A 2N4

(647) 258-0395

With copies to:

George A. Hagerty, Esq.

Hogan & Hartson L.L.P.

1200 Seventeenth Street, Suite 1500

Denver, CO 80202

(303) 899-7300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 19, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 912023207

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Robert Ross McEwen

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x(1)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Canadian citizen

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 25,761,027 shares(1)(2)

			8.	Shared Voting Power -0- shares

			9.	Sole Dispositive Power 25,761,027 shares(1)(2)

			10.	Shared Dispositive Power -0- shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,761,027 shares(1)(2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 23.0%

	14.	Type of Reporting Person (See Instructions) IN

(1) As described below, as a result of Mr. McEwen’s ownership interest in 2190303 Ontario Inc., an Ontario corporation (“2190303 Ontario”), and Rule 13d-5(b)(1) (“Rule 13d-5(b)(1)”) and Rule 13d-3(a) (“Rule 13d-3(a)”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. McEwen and 2190303 Ontario may be deemed to be a “group” and Mr. McEwen may be deemed to be the beneficial owner, for purposes of Section 13(d) of the Exchange Act, of all of the common stock, no par value (the “Common Stock”), of US Gold Corporation (“US Gold”) and the shares of Common Stock underlying immediately exercisable warrants held by 2190303 Ontario.

(2) Includes (a) 16,317,300 shares of Common Stock and warrants to purchase 333,500 shares of Common Stock that are held by 2190303 Ontario and (b) 9,110,227 exchangeable shares (the “Exchangeable Shares”) of US Gold Canadian Acquisition Corporation (“Canadian Exchange Co.”) that are immediately convertible on a one-for-one basis for shares of Common Stock and that are held by Mr. McEwen.

CUSIP No. 912023207

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 2190303 Ontario Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x(1)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO(3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Canadian citizen

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0- shares

			8.	Shared Voting Power 16,650,800 shares(4)

			9.	Sole Dispositive Power -0- shares

			10.	Shared Dispositive Power 16,650,800 shares(4)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,650,800 shares(4)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.2%

	14.	Type of Reporting Person (See Instructions) CO

(3) See Item 3 below.

(4) Consists of 16,317,300 shares of Common Stock and warrants to purchase 333,500 shares of Common Stock directly held by 2190303 Ontario. Pursuant to Rules 13d-5(b)(1), 13d-3(a) and as a result of Mr. McEwen’s 100% ownership interest in 2190303 Ontario, Mr. McEwen may be deemed to beneficially own and to have or to share voting and dispositive power over such Common Stock and warrants. Amount reported on Line 11 excludes 9,110,227 Exchangeable Shares held by Mr. McEwen, and for which 2190303 Ontario expressly disclaims beneficial ownership.

This Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by Robert Ross McEwen (“Mr. McEwen”) and 2190303 Ontario Inc., an Ontario corporation (“2190303 Ontario,” with each of Mr. McEwen and 2190303 Ontario being referred to herein as a “Reporting Person,” and collectively, the “Reporting Persons”), with respect to the common stock, no par value (the “Common Stock”) of US Gold Corporation, a Colorado corporation (“US Gold”) pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the joint filing agreement filed as Exhibit 4 to Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2008 (“Amendment No. 4”) to the original Schedule 13D filed by Mr. McEwen with the SEC on August 8, 2005, as amended by Amendment No. 1 thereto, filed with the SEC on March 6, 2006, as amended by Amendment No. 2 thereto, filed with the SEC on May 11, 2007, and as amended by Amendment No. 3 thereto, filed with the SEC on December 12, 2007 (as amended hereby and thereby, the “Amended Schedule 13D,” is being filed to reflect the purchase by Mr. McEwen, via 2190303 Ontario, of Common Stock, as is more fully described in Item 3 below.

Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: On May 19, 2009, Mr. McEwen purchased 4,000,000 shares of Common Stock with personal funds, via 2190303 Ontario, in US Gold’s public offering, as previously reported by US Gold in its Current Report on Form 8-K furnished to the SEC on April 30, 2009 and more fully described in the final prospectus supplement, dated May 12, 2009, relating to the public offering. The purchase price paid for the 4,000,000 shares was the public offering price of US$2.00 per share, or $8,000,000 in the aggregate. Neither Mr. McEwen nor 2190303 Ontario borrowed any funds for such transaction.

Item 4.	Purpose of the Transaction
	Item 4 is hereby amended to add the following: The Common Stock was purchased for investment purposes, via 2190303 Ontario, as described in Item 3 above, which is incorporated by reference into this Item 4. Except as set forth in this Item 4, Mr. McEwen and 2190303 Ontario have no present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D (although each of Mr. McEwen and 2190303 Ontario reserve the right to develop such plans).

Item 5.	Interest in Securities of the Issuer
	Item 5 is hereby amended to replace Item 5 with the following: (a) As a result of Mr. McEwen’s 100% interest in 2190303 Ontario and pursuant to Rule 13d-5(b)(1) of the Exchange Act, Mr. McEwen may be deemed to have beneficial ownership of all of the Common Stock and warrants to purchase Common Stock owned by 2190303 Ontario, and as such, may be deemed to beneficially own 25,761,027 shares of Common Stock (which figure includes (a) 16,317,000 shares of Common Stock and immediately exercisable warrants to purchase 333,500 shares of Common Stock and (b) 9,110,227 exchangeable shares (the “Exchangeable Shares”) of US Gold Canadian Acquisition Corporation (“Canadian Exchange Co.”) held by Mr. McEwen that are immediately convertible on a one-for-one basis for shares of Common Stock) (the Common Stock and warrants held by 2190303 Ontario and the Exchangeable Shares held by Mr. McEwen, together being the “Securities”), which collectively represent, in the aggregate, approximately 23.0% of the outstanding Common Stock. 2190303 Ontario directly owns 16,650,800 shares of Common Stock (which figure includes 16,317,300 shares of Common Stock and immediately exercisable warrants to purchase 333,500 shares of Common Stock), which represent approximately 16.2% of the outstanding Common Stock. As a result of Mr. McEwen’s 100% interest in 2190303 Ontario and pursuant to Rule 13d-5(b)(1) of the Exchange Act, as of the date hereof, 2190303 Ontario may be deemed to directly own all of the Securities. 2190303 Ontario expressly disclaims beneficial ownership in the Exchangeable Shares held by Mr. McEwen. (b) The information contained on the cover page to this Amendment No. 5 is incorporated by reference to this Item 5(b). Mr. McEwen has sole voting and dispositive power over 25,761,027 shares of Common Stock, which represents approximately 23.0% of the Common Stock. (c) The information contained in Item 3 to this Amendment No. 5 is incorporated by reference to this Item 5(c). (d)–(e) Not applicable.

Item 7.	Material to be Filed as Exhibits
	Item 7 is hereby amended to add the following: Exhibit 5: Power of Attorney executed by Robert R. McEwen appointing Stefan M. Spears as attorney-in-fact.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:
May 27, 2009

	ROBERT ROSS MCEWEN

	By:	Robert Ross McEwen

	By:	/s/ Stefan M. Spears(5)
	Title:	Attorney-in-Fact

	2190303 ONTARIO INC.

	By:	Robert Ross McEwen
	Title:	Director, President and Vice President,
		2190303 Ontario Inc., an Ontario corporation


	By:	/s/ Stefan M. Spears(5)
	Title:	Attorney-in-Fact

(5) Robert R. McEwen executed a Power of Attorney that authorizes Stefan M. Spears to sign this Amendment No. 5 on his behalf as an individual and on his behalf as Director, President and Vice President of 2190303 Ontario Inc. A copy of the Power of Attorney is filed as Exhibit 5 to this Amendment No. 5.

EX-5 2 a09-14355_1ex5.htm EX-5

Exhibit 5

POWER OF ATTORNEY

I, Robert R. McEwen hereby appoint Stefan M. Spears my true and lawful attorney-in fact to:

(1) execute for me on my behalf, in my capacity as an individual and in my capacity as an officer, and/or director of US Gold Corporation and 2190303 Ontario Inc. (the “Companies”), Forms 3, 4, and 5 and Schedules 13D and 13G and any Amendments thereto, in accordance with Sections 13 and 16 of the Securities Exchange Act of 1934 and the rules thereunder (the “Securities Exchange Act”);

(2) do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5 and Schedules 13D and 13G and any Amendments thereto and timely file such Form, Schedule or Amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by the attorney-in fact on my behalf pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his discretion.

I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorney-in-fact, in serving in such capacity at my request, is not assuming, nor are the Companies assuming, any of my responsibilities to comply with Section 13 or 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4, 5 and Schedules 13D or 13G and any Amendments thereto, unless I earlier revoke this Power of Attorney in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, I hereby cause this Power of Attorney to be executed as of this 14th day of May, 2009.

	/s/ Robert R. McEwen
	Robert R. McEwen