EX-99.1
4
a07-17919_1ex99d1.htm
EX-99.1
Exhibit
99.1
NEWS RELEASE
US GOLD COMPLETES ACQUISITIONS OF TARGET COMPANIES!
For
Immediate Release
Denver, Colorado (July 3, 2007)
-
US GOLD CORPORATION
(AMEX: UXG - TSX: UXG)
is pleased to announce that it completed the
acquisition of White Knight Resources Ltd., Nevada Pacific Gold Ltd., and Tone
Resources Limited. US Gold's wholly-owned subsidiary, US Gold Canadian Acquisition
Corporation, now owns 100% of the issued and outstanding common shares of each
target company and has recently acquired the following remaining number of
common shares of each target:
Number of Common
Shares Acquired
Nevada Pacific Gold
Ltd.
11,968,165
Tone Resources Limited
2,799,926
White Knight Resources
Ltd.
4,160,732
Similar to the tender offers, US Gold
Canadian Acquisition Corporation issued 0.35 of an exchangeable share for each
remaining White Knight common share, 0.23 of an exchangeable share for each
remaining Nevada Pacific common share and 0.26 of an exchangeable share for
each remaining Tone common share. Optionholders
and warrantholders of each target company will receive replacement options or
warrants entitling the holder to receive US Gold common stock upon exercise in
the same ratio as the exchangeable shares were exchanged for the common shares
of each target company. The aggregate
number of exchangeable shares issued in these transactions by US Gold Canadian
Acquisition Corporation will be approximately 4,936,915 (subject to rounding
for fractional shares). It is anticipated that certificates for the exchangeable
shares will be delivered upon receipt from shareholders of their target company
stock certificates and properly completed transmittal letters.
About US Gold
US Gold Corporation is a United States based
gold exploration company aggressively exploring Nevada's Cortez
Gold
Trend! The Company has a large land position, a strong treasury and a very
experienced and talented exploration team. US Gold's shares trade on the
American and Toronto Stock Exchanges under the symbol UXG.
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,
2006, 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

EX - 99 . 1 4 a07 - 17919 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 NEWS RELEASE US GOLD COMPLETES ACQUISITIONS OF TARGET COMPANIES ! For Immediate Release Denver , Colorado ( July 3 , 2007 ) - US GOLD CORPORATION ( AMEX : UXG - TSX : UXG ) is pleased to announce that it completed the acquisition of White Knight Resources Ltd . , Nevada Pacific Gold Ltd . , and Tone Resources Limited . US Gold 's wholly - owned subsidiary , US Gold Canadian Acquisition Corporation , now owns 100 % of the issued and outstanding common shares of each target company and has recently acquired the following remaining number of common shares of each target : Number of Common Shares Acquired Nevada Pacific Gold Ltd . 11,968,165 Tone Resources Limited 2,799,926 White Knight Resources Ltd . 4,160,732 Similar to the tender offers , US Gold Canadian Acquisition Corporation issued 0 . 35 of an exchangeable share for each remaining White Knight common share , 0 . 23 of an exchangeable share for each remaining Nevada Pacific common share and 0 . 26 of an exchangeable share for each remaining Tone common share . Optionholders and warrantholders of each target company will receive replacement options or warrants entitling the holder to receive US Gold common stock upon exercise in the same ratio as the exchangeable shares were exchanged for the common shares of each target company . The aggregate number of exchangeable shares issued in these transactions by US Gold Canadian Acquisition Corporation will be approximately 4,936,915 ( subject to rounding for fractional shares ) . It is anticipated that certificates for the exchangeable shares will be delivered upon receipt from shareholders of their target company stock certificates and properly completed transmittal letters . About US Gold US Gold Corporation is a United States based gold exploration company aggressively exploring Nevada 's Cortez Gold Trend ! The Company has a large land position , a strong treasury and a very experienced and talented exploration team . US Gold 's shares trade on the American and Toronto Stock Exchanges under the symbol UXG . 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 , 2006 , 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