8-K

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): March 23, 2007

US GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	001-33190	84-0796160
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

US GOLD CANADIAN ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	333-133725	42-1701924
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

165 South Union, Suite 565
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:

þ 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 2.01 Completion of Acquisition or Disposition of Assets.

On March 23, 2007, US Gold Corporation (“US Gold”) and US Gold Canadian Acquisition Corporation (“Canadian Exchange Co.” and together with US Gold, the “Offerors”) notified the depository to take up and pay for all of the common shares of Nevada Pacific Gold Ltd. (“Nevada Pacific”), White Knight Resources Ltd. (“White Knight”) and Tone Resources Limited (“Tone Resources” and together with Nevada Pacific and White Knight the “Target Companies”) validly tendered and not withdrawn in connection with the Offerors’ previously-announced tender offers for those common shares (the “Offers”). The depository advised the Offerors that, as of the expiration of the Offers, approximately the following number of common shares of the Target Companies had been validly tendered and not withdrawn with respect to each of the Target Companies:

• Nevada Pacific: 59,278,256, which represents approximately 84% of the outstanding common shares of Nevada Pacific Gold Ltd.

• White Knight: 55,752,661, which represents approximately 94% of the outstanding common shares of White Knight Resources Ltd; and

• Tone Resources: 18,806,726, which represents approximately 89% of the outstanding common shares of Tone Resources Limited

All validly tendered and not withdrawn common shares of the Target Companies have been accepted for payment in accordance with the terms of the Offers, pursuant to which Canadian Exchange Co. will exchange 0.23 of an exchangeable share of Canadian Exchange Co. for each validly tendered and not withdrawn common share of Nevada Pacific, 0.35 of an exchangeable share of Canadian Exchange Co. for each validly tendered and not withdrawn common share of White Knight, and 0.26 of an exchangeable share of Canadian Exchange Co. for each validly tendered and not withdrawn common share of Tone Resources.

Robert McEwen, the Chairman and Chief Executive Officer of both US Gold and Canadian Exchange Co., was a shareholder of each of the Target Companies. Mr. McEwen tendered all of the common shares formerly owned by him in each of the Target Companies and will receive exchangeable shares of Canadian Exchange Co. on the same terms and conditions as the other shareholders of the Target Companies who validly tendered their common shares in the Offers.

Based on the number of common shares reported to have been validly tendered and not withdrawn in the Offers, and the exchange ratios set forth above, it is anticipated that Canadian Exchange Co. will issue a total of approximately 38,037,179 exchangeable shares to the former shareholders of the Target Companies. Each of the exchangeable shares is convertible, on a one for one basis, into shares of US Gold’s common stock. The Offerors intend to acquire the remaining outstanding common shares of each of the Target Companies through statutory plans of arrangement or similar transactions under Canadian law.

Item 7.01 Regulation FD Disclosure

On March 23, 2007, the Offerors issued a press release announcing that the Offerors had completed the Offers described in Item 2.01 above. Further information is included in the press release attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, 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 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) were previously filed in US Gold’s definitive proxy statement on Schedule 14A, Commission File No. 001-33190, filed with the Securities and Exchange Commission on February 9, 2007.
(b)	Proforma Financial Information. The proforma financial information required by Item 9.01(b) was previously filed in US Gold’s definitive proxy statement on Schedule 14A, Commission File No. 001-33190, filed with the Securities and Exchange Commission on February 9, 2007.
(d)	Exhibits. The following exhibits are furnished with this report:

99.1 Press Release dated March 23, 2007

Cautionary Statement

     Certain statements contained herein or in the exhibits furnished with this report made by or on behalf of the Offerors 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 majeure events and other risks factors as described from time to time in the Offerors filings with the Securities and Exchange Commission. Most of these factors are outside the control of the Offerors. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Offerors 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 26, 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 23, 2007.

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EX-99.1

Exhibit 99.1

PRESS RELEASE

WHITE KNIGHT RESOURCES, NEVADA PACIFIC GOLD &
TONE RESOURCES SHAREHOLDERS OVERWHELMINGLY ACCEPT
US GOLD’S OFFERS!

READY TO BUILD NEVADA’S PREMIER EXPLORATION COMPANY!

For Immediate Release

Denver, Colorado (March 23, 2007) — US GOLD CORPORATION (AMEX: UXG — TSX: UXG) is pleased to announce that shareholders of White Knight Resources Ltd., Nevada Pacific Gold Ltd., and Tone Resources Limited have overwhelmingly accepted US Gold’s offers to acquire the outstanding shares of each target company!

US Gold’s wholly-owned subsidiary, US Gold Canadian Acquisition Corporation, has taken up and accepted the following number and approximate percentage of common shares of each target company based on the outstanding shares today:

	Number of Common		Percentage of Outstanding
	Shares Tendered		Common Shares
White Knight Resources		55,752,661		93.7%
Nevada Pacific Gold		59,278,256		83.5%
Tone Resources		18,806,726		89.4%

“We are pleased that shareholders of the three target companies have accepted our offer! We will now move quickly to integrate these four companies and drive forward. During this process, US Gold has accomplished many of the goals I set for the Company in order to create Nevada’s premier exploration company: We strengthened the treasury, increased our trading liquidity by listing our common shares on the American and Toronto Stock Exchanges and began an aggressive $30 million exploration program at our Tonkin Project. These three acquisitions will take us one step closer to achieving our goal, with a large discovery being the last and most exciting on the list,” stated Rob McEwen, Chairman and CEO of US Gold.

Under the offers, US Gold Canadian Acquisition Corporation offered 0.35 of an exchangeable share for each outstanding White Knight Resources common share, 0.23 of an exchangeable share for each Nevada Pacific Gold common share and 0.26 of an exchangeable share for each Tone Resources common share. The aggregate number of exchangeable shares to be issued in the offers by US Gold Canadian Acquisition

Corporation will be approximately 38,037,179. It is anticipated that certificates for the exchangeable shares will be delivered next week.

Now that the offers have expired, US Gold and US Gold Canadian Acquisition Corporation intend to implement a subsequent acquisition transaction under Canadian law, in order to acquire full ownership of each of the target companies.

Cautionary Statements

This press release contains certain “forward-looking statements.” Such forward-looking statements are often identified by words such as “intends”, “anticipates”, “believes”, “expects” and “hopes” and include, without limitation, statements regarding the Company’s plan of business operations, potential contractual arrangements, receipt of working capital, anticipated revenues and related expenditures. Factors that could cause actual results to differ materially include, among others, those set forth in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, under the caption “Risk Factors” and in other reports filed with the SEC. 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.

For further information, please contact:

William F. Pass	Ana E. Aguirre
Vice President and Chief Financial Officer	Manager, Investor Relations
Tel: (303) 238-1438	Tel: (647) 258-0395
Fax: (303) 238-1724	Toll Free: (866) 441-0690
bill@usgold.com	Fax: (647) 258-0408
165 So. Union Blvd., Suite 565	info@usgold.com
Lakewood, CO. USA 80228	99 George Street, 3rd Floor
	Toronto, ON M5A 2N4