DENVER, CO, March 16 /CNW/ - U.S. GOLD CORPORATION (AMEX: UXG - TSX: UXG)
is pleased to announce that by a vote of more than 99% of the shares cast at
the special meeting held on March 15, 2007, its shareholders overwhelmingly
approved resolutions necessary to acquire White Knight Resources Ltd., Nevada
Pacific Gold Ltd. and Tone Resources Limited.
The proposals were designed to amend the Company's Articles of
Incorporation to, among other things, permit the issuance of the exchangeable
shares in connection with the proposed acquisitions, and to approve the
issuance of U.S. Gold common stock upon conversion of the exchangeable shares.
Completion of the acquisitions and issuance of any securities in connection
with the acquisitions are contingent on satisfaction of conditions of U.S.
Gold's tender offer for each of the Target Companies.
Shareholders of the target companies have until FRIDAY MARCH 23, 2007 AT
5PM VANCOUVER TIME to tender their shares to the U.S. Gold offers unless the
offers are withdrawn or extended.
Robert McEwen, Chairman and Chief Executive Officer of U.S. Gold, stated:
"We would like to thank all our shareholders who supported the proposals and
demonstrated their enthusiasm for the acquisitions. U.S. Gold is now in a
position to continue its effort to consolidate the Cortez Trend and work to
become Nevada's ultimate exploration company."
Prospectuses relating to the offers to purchase the common shares of
White Knight Resources, Nevada Pacific Gold and Tone Resources are available
on the U.S. Gold website www.usgold.com.
Principal Terms of the Offer
U.S. Gold's offers are for all the outstanding shares (including any
common shares that may be issued after February 12, 2007 and prior to the
expiry time of the offers) of White Knight, Nevada Pacific Gold and Tone
Resources. Under the offers, U.S. Gold's wholly-owned subsidiary, US Gold
Canadian Acquisition Corporation, will issue 0.35 of an exchangeable share for
each outstanding common share of White Knight tendered in the offer and
accepted for purchase; 0.23 of an exchangeable share for each outstanding
common share of Nevada Pacific Gold tendered in the offer and accepted for
purchase; and 0.26 of an exchangeable share for each outstanding common share
of Tone Resources tendered in the offer and accepted for purchase. If all of
the offers are completed on the terms currently proposed, US Gold Canadian
Acquisition Corporation will issue up to 42,370,163 exchangeable shares in
consideration for the currently outstanding shares of the target companies, or
up to 49,065,769 exchangeable shares if currently outstanding options and
warrants of the target companies are exercised and the underlying common
shares tendered in accordance with the offer.
Each exchangeable share of US Gold Canadian Acquisition Corporation will
be convertible at the option of the holder into one share of U.S. Gold's
common stock for no additional consideration. The exchangeable shares will be
structured to provide the holders the same voting and economic rights as the
holders of U.S. Gold's common stock and are being issued in an effort to
provide, to the extent possible, more favorable tax treatment to Canadian
shareholders of the target companies under the Income Tax Act (Canada), as
amended. The exchangeable shares have been conditionally approved for listing
on the Toronto Stock Exchange.
The offers will remain open until 5:00 p.m. Vancouver time on March 23,
2007, unless the offers are withdrawn or extended. Any notice of extension
will be announced promptly by press release as soon as possible after
notification to the depositary, Kingsdale Shareholder Services, but no later
than 9:00 a.m., Vancouver time, on the day following the expiry date and a
copy of the notice will be provided to the TSX, TSX-V and AMEX, as applicable.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities nor shall there be any sale of
the securities in any state in which such offer, solicitation or sale would be
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. This communication is neither an offer to purchase, nor a
solicitation of an offer to sell, shares of U.S. Gold or any other entity.
This communication is not a solicitation of a proxy from a security
holder of the Company or any of the subject companies. The Company has filed
registration statements and a proxy statement with the SEC with regard to the
proposed offers for Nevada Pacific, Tone Resources and White Knight. YOU ARE
URGED TO READ THE PROSPECTUS AND PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR
EQUIVALENT REGULATORY AUTHORITIES IN CANADA, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You will be able to obtain any such prospectus or proxy
statement and any other documents filed with the SEC free of charge at the
SEC's website, www.sec.gov, and filed with the securities commissions or
equivalent regulatory authorities in Canada at the following website,
www.sedar.com. In addition, you may obtain a prospectus and the proxy
statement (if and when it becomes available) and the other documents filed by
the Company with the SEC and the securities commissions or equivalent
regulatory authorities in Canada by requesting them in writing from U.S. Gold
Corporation, Attention: Investor Relations, Telephone: (303) 238-1438.
For further information:
For further information: William F. Pass, Vice President and Chief
Financial Officer, Tel: (303) 238-1438, Fax: (303) 238-1724, firstname.lastname@example.org,
165 So. Union Blvd., Suite 565, Lakewood, CO, USA, 80228; Ana E. Aguirre,
Manager, Investor Relations, Tel: (647) 258-0395, Toll Free: (866) 441-0690,
Fax: (647) 258-0408, email@example.com, 99 George Street, 3rd Floor, Toronto,
ON, M5A 2N4