-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KXu/xrtH1sZP20V58ZJJ/OhZyKfg6jhyxL9NCMjzZQQA+dSc40bo9MsDeXoCTJJM rWxeljeAlQssIWtRCu3VuA== 0001014909-05-000019.txt : 20050317 0001014909-05-000019.hdr.sgml : 20050317 20050316202537 ACCESSION NUMBER: 0001014909-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050316 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S GOLD CORP CENTRAL INDEX KEY: 0000314203 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 840796160 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09137 FILM NUMBER: 05687182 BUSINESS ADDRESS: STREET 1: 2201 KIPLING ST STREET 2: STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215-1545 BUSINESS PHONE: 3032381438 MAIL ADDRESS: STREET 1: 2201 KIPLING STREET STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: U S SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880706 FORMER COMPANY: FORMER CONFORMED NAME: SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880629 8-K 1 f8k_16march2005usgold.txt 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: March 16, 2005 U.S. Gold Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Colorado 1-02714 84-1533604 - --------------- ------------ ---------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification #) incorporation) 2201 Kipling Street, Suite 100, Lakewood, CO 80215-1545 ------------------------------------------------------- (Address of Principal Executive Office) (303) 238-1438 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 March 16, 2005, U.S. Gold Corporation (the "Company") issued a news release reporting that BacTech Mining Corporation is actively exploring alternatives including merger of BacTech or the sale of BacTec's interest in the Tonkin Springs LLC. BacTech Mining Corporation is the manager of the Tonkin Springs mine with a 55% interest and the Company has a 45% interest. The full text of the news release is included as an exhibit to this Report and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits - --------------------------------------------- (c) Exhibits: 99.1 News Release dated March 16, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. GOLD CORPORATION By: /s/ William W. Reid ---------------------------------- William W. Reid President Dated: March 16, 2005 2 EX-99 2 exh99_1pressrelease.txt EXHIBIT 99.1 U. S. GOLD CORPORATION N E W S R E L E A S E 2201 Kipling Street, Suite 100 Lakewood, Colorado 80215-1545 (303) 238-1438 FAX: (303) 238-1724 U.S. GOLD'S PARTNER AT TONKIN SPRINGS PROVIDES CORPORATE UPDATE Denver, CO. - March 16, 2005 - U.S. Gold Corporation (OTC BB: USGL; Berlin Exchange: US 8) reported today that its partner at the Tonkin Springs gold project, BacTech Mining Corporation (BacTech)(TSX-V: BM), recently announced that BacTech is actively exploring alternatives including merger of BacTech or the sale of BacTech's 55% interest in Tonkin Springs LLC (TSLLC) which owns the Tonkin Springs gold project in north central Nevada. U.S. Gold owns the remaining 45% interest in TSLLC. BacTech is required to fund 100% of the initial $12 million in expenditures at TSLLC and through December 31, 2004 has funded a total of approximately $3.9 million of this commitment. Following are portions of the BacTech corporate update released March 15, 2005. BacTech has held discussions with third parties concerning strategic and financing alternatives over the past six months; however, these discussions have not resulted in a transaction to date. BacTech has been notified by the Nevada Bureau of Land Management (BLM) that it will be required to increase its current reclamation bond in respect to the Tonkin Springs Mine by $1.1 million from $ 1.7 million to $2.8 million. As of March 11, 2005, BacTech is non-compliant with respect to the BLM reclamation bond funding obligation. BacTech has 30 days to post the additional reclamation bond. In the event that the bond is not posted, BacTech's 55% interest in TSLLC will revert to U.S. Gold, the original owner of the property. In addition, BacTech has an interest payment due on March 21, 2005 in the amount of CDN$300,000 on its CDN$3 million 10% redeemable debentures. BacTech currently has a working capital deficit of approximately CDN$1,868,000 (including CDN$1,700,000 due in respect of the reclamation bonding funding obligation and the interest payment on the redeemable debenture) and cash resources of less than CDN$350,000. "U.S. Gold hopes BacTech will succeed in its efforts and would welcome a stronger partner in TSLLC", stated William W. Reid, President of U.S. Gold. "It would be equally acceptable, if pursuant to the agreements, BacTech's interest in TSLLC reverts back to U.S. Gold 100%." The Tonkin Springs project encompasses approximately 36 square miles strategically located on the prolific Cortez gold trend in Nevada. U.S. Gold has held its property position at Tonkin Springs since 1984 and drilling has defined a gold resource of 1.4 million ounces in the upper 250 feet contained in less than 10% of the property. The project includes a 1,500 ton per day mill and complete infrastructure. THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR" FOR CERTAIN FORWARD-LOOKING STATEMENTS. OPERATING, EXPLORATION AND FINANCIAL DATA, AND OTHER STATEMENTS IN THIS PRESS RELEASE ARE BASED ON INFORMATION THAT THE COMPANY BELIEVES REASONABLE, BUT INVOLVE SIGNIFICANT UNCERTAINTIES AS TO FUTURE GOLD PRICES, COSTS, ORE GRADES, MINING AND PROCESSING CONDITIONS, AND REGULATORY AND PERMITTING MATTERS. ACTUAL RESULTS AND TIMETABLES COULD VERY SIGNIFICANTLY. -----END PRIVACY-ENHANCED MESSAGE-----