-----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, GKoy4QJBtF5bnk6+RJlRHEagQW+tf6bqXzJ5OZkkXqOG7SBU0Fn3LqOwejZogTVE AfKrcqWb+pnkjoVA8HKdEQ== 0001014909-05-000073.txt : 20050801 0001014909-05-000073.hdr.sgml : 20050801 20050729173336 ACCESSION NUMBER: 0001014909-05-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050729 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: 05986027 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_29july2005usgold.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: July 29, 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 July 29, 2005, U.S. Gold Corporation (the "Company") issued a press release reporting that Rob McEwan has purchased 11.1 million shares of the Company for $4,000,000 in a private transaction. It is planned that Mr. McEwan will be assuming the role of Chairman and CEO of the Company shortly following the planned resignation of current management. Further, four of the Company's six directors have agreed to resign from the board. 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 Press Release dated July 29, 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: July 29, 2005 2 EX-99 2 exh99_1pressrelease.txt Exhibit 99.1 ------------ Press Release Rob McEwen Becomes U.S. Gold's Largest Shareholder Denver, Colorado, July 29, 2005 -- U.S. Gold Corporation (OTC BB:USGL) is pleased to announce that Rob McEwen has purchased by way of private placement with the Company, 11.1 million shares for $4,000,000 becoming the Company's largest shareholder with 33.3% interest. It is planned that Mr. McEwen will be assuming the role of Chairman and CEO shortly following the planned resignation of current management. "Rob McEwen is one of the noted visionaries and entrepreneurs in the gold mining sector. As my brother David and I close out our last chapter in the U.S. Gold story, a company we founded 28 years ago, we are very pleased to be turning the next chapter over to Rob. Rob's vision for building U.S. Gold is exciting," said William Reid, U.S. Gold's outgoing President. As part of the transition, four of the six current directors of U.S. Gold have agreed to resign from the board. Pending regulatory filings, the current board intends to replace the resigning members with nominees of Mr. McEwen. Over the past twelve years Mr. McEwen turned Goldcorp Inc. (NYSE: GG; TSC:G) from an investment company with a market capitalization of $50 million into a mining company with a market value of $5.4 billion today. He has been honoured with such awards as the Northern Miners Man of the Year Award, Ernst & Young's Ontario Entrepreneur of the Year Award in the Energy Category, PDAC's Developer of the Year and under his leadership Goldcorp was named one of Fast Companies 50 Companies of Innovation and Business Week's selection as one of the 50 most innovative companies on the web. "U.S. Gold's Tonkin Springs property is exciting. Its 36 square mile property position, strategically located on the Cortez Gold trend in Nevada, is in the heart of a promising exploration play. Tonkin Springs has an existing gold resource of 1.4 million ounces within the upper 250 feet over a relatively small area of the property. The exploration potential of this property has increased over the past few years as Placer Dome, which adjoins our property to the north, has continued to discover several multi-million ounce gold deposits, some of which have reached to a depth of 2,000 feet. Tonkin Springs is a great asset and I intend to aggressively explore this interesting property," said Rob McEwen, U.S. Gold's incoming Chairman and CEO. The previously announced merger with Romarco Minerals has been terminated. Certain statements contained herein and subsequent oral statements made by and on behalf of the Company may contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are 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, 2004 under the caption, "Risk Factors." Most 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: U.S. Gold Corp. William Reid Robert R. McEwen Tel: (303) 238-1438 Tel: (416) 865-0326 Fax: (303) 238-1724 Fax: (416) 361-5741 billr@usgoldmining.com 145 King St. West, Suite 2700 2201 Kipling Street, Suite 100 Toronto, Ontario Lakewood, Colorado 80215 Canada M5H 1J8 -----END PRIVACY-ENHANCED MESSAGE-----