EX-99.1
2
d44924npexv99w1.htm
PRESS RELEASE
exv99w1
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, 3
rd
Floor
Toronto, ON M5A 2N4

EX - 99 . 1 2 d44924npexv99w1 . htm PRESS RELEASE exv99w1 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 , 3 rd Floor Toronto , ON M5A 2N4