-----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, NsyYTzzxkV9m83v2Uw0m0UqTuLm2vaQjpM2opSglzf+YnRm7uQVa4hGmdd52s5rb BYcVlMEuz8rSdkxqO6cUdQ== 0001014909-05-000033.txt : 20050420 0001014909-05-000033.hdr.sgml : 20050420 20050419203525 ACCESSION NUMBER: 0001014909-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050419 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: 05760467 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_19april2005usgold.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: April 19, 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 April 19, 2005, U.S. Gold Corporation (the "Company") issued a news release reporting that there has been industry interest in a corporate transaction with the Company and its Tonkin Springs gold project in north central Nevada. 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 April 19, 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: April 19, 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 UPDATES ON POTENTIAL CORPORATE TRANSACTION Denver, CO. - April 19, 2005 - U.S. Gold Corporation (OTC BB: USGL; Berlin Exchange: US 8) reports that it is encouraged by industry interest in a corporate transaction with the Company and its Tonkin Springs gold project in north central Nevada. The Company owns the Tonkin Springs project 100% effective May 12, 2005 with the withdrawal of BacTech Mining Company. Tonkin Springs represents a significant and strategic property position and asset base located on one of the world's greatest gold trends, the prolific Cortez Gold Trend in Nevada. The project includes 36 square mile property position, a 1,500 ton per day mill facility and a 1.4 million ounce gold resource "A number of companies have indicated interest in the Company and are in varying stages of negotiation which could include a merger of the Company," said William W. Reid, President of U.S. Gold. "One only has to review the market capitalization of junior companies holding mineral properties surrounding and on-trend with Tonkin Springs, some with not one ounce of gold resource, to conclude that U.S. Gold, with its 1.4 million ounce resource, is significantly undervalued in the market place. With industry interest in the Company's strategically located Tonkin Springs project, we are confident that the Company will be able to conclude a satisfactory transaction in a timely fashion." 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-----