8-K 1 a07-16363_18k.htm 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):  June 12, 2007

 

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.)

 

US GOLD CANADIAN ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Alberta, Canada

 

333-133725-01

 

42-1701924

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

165 South Union Blvd., 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:

 

o 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 7.01               Regulation FD Disclosure.

 

On June 12, 2007, US Gold Corporation (the “Company”) issued a press release consisting of an open letter to shareholders from Robert McEwen, Chairman and Chief Executive Officer of the Company. A copy of the letter is attached to this report as Exhibit 99.1.

 

On June 12, 2007, the Company held its annual meeting of shareholders at Le Royal Meridien King Edward Hotel in Toronto, Ontario, Canada at 4:30 p.m. EDT. At the meeting, presentations were made by executives of the Company regarding the Company’s current operations and future plans and the operations and plans for US Gold Canadian Acquisition Corporation (“Canadian Exchange Co.”). A copy of the power point slides presented by the executive officers is attached to this report as Exhibit 99.2.

 

Also on June 12, 2007, the Company issued a press release regarding updated exploration results for the Tonkin property and the expansion of the Company’s exploration program to properties acquired by Canadian Exchange Co. as a result of its successful tender offers for White Knight Resources Ltd., Tone Resources Limited and Nevada Pacific Gold Ltd. A copy of the press release is attached to this report as Exhibit 99.3.

 

The information furnished under this Item 7.01, including the exhibits, 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.

 

 

 

(d)

 

Exhibits. The following exhibits are furnished with this report:

 

 

 

 

 

99.1

Letter to shareholders dated June 12, 2007.

 

 

 

 

 

 

99.2

Slides from presentations by US Gold executives.

 

 

 

 

 

 

99.3

Press release dated June 12, 2007.

 

Cautionary Statement

 

Certain statements contained herein or in the exhibits furnished with this report made by or on behalf of the Company 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 Company’s filings with the Securities and Exchange Commission. 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.

 

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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: June 12, 2007

By:

/s/ William F. Pass

 

 

 

William F. Pass, Vice President,

 

 

Chief Financial Officer and Secretary

 

 

 

 

US GOLD CANADIAN ACQUISITION CORPORATION

 

 

 

 

 

 

Date: June 12, 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

 

Letter to shareholders dated June 12, 2007.

 

 

 

99.2

 

Slides from presentations by US Gold executives.

 

 

 

99.3

 

Press release dated June 12, 2007.

 

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