-----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, AzOpEIpv9UR8b+f+hhPdw7dCiYh4qCwwHOWhcZbK88IrePlvwkAAK5HJMIedJaqL iTv9P5HfQHFYTKo9vBoYjQ== 0001014909-05-000086.txt : 20050808 0001014909-05-000086.hdr.sgml : 20050808 20050808165526 ACCESSION NUMBER: 0001014909-05-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 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: 051006476 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_5august2005usgold.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 (Date of earliest event reported): August 5, 2005 U.S. GOLD CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-9137 84-0796160 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 2201 Kipling Street, Suite 100 Lakewood, CO 80215-1545 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (303) 238-1438 (Former name or former address, if changed since last report) 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 - ------------------------------------ A news report was issued by Reuters on August 5, 2005, apparently reflecting an interview by Nicole Mordant of Reuters of Mr. Robert McEwen which included reference to U.S. Gold Corporation. That news report is included as an exhibit to this report. Item 9.01. Financial Statements and Exhibits - --------------------------------------------- (c) Exhibits: 99.1 News report issued by Reuters on August 5, 2005 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. U.S. GOLD CORPORATION Date: August 8, 2005 By: /s/ William F. Pass ---------------------------------- William F. Pass Vice President, Chief Financial Officer and Secretary 2 EX-99 2 exh99_1.txt Exhibit 99.1 ------------ INTERVIEW-Ex-Goldcorp CEO McEwen takes midas touch to U.S. August 5, 2005 (Amounts in U.S. dollars unless noted) By Nichole Mordant VANCOUVER, British Columbia, Aug 5 (Reuters)- News last week that Rob McEwen, the former chief executive officer of Canada's Goldcorp Inc. (G.TO), will take over the helm of U.S. Gold (USGL.OB) has lit a fire under the stock price of the tiny, illiquid and little-known gold mining explorer. Shares in U.S. Gold, which is listed on the high-risk, over-the-counter Bulletin Board (OTCBB) in the United States, have tripled in value since McEwen announced that he had bought a third of the company and will take over as chairman and CEO. McEwen is best known in mining circles for leading the transformation of Toronto-based Goldcorp from a $50 million investment firm into North American's fourth biggest gold producer with a market value of $5.5 billion. He still chairs Goldcorp, which owns Canada's biggest gold mine, Red Lake in northern Ontario, but has shifted his gaze south to the so-called Cortez Trend region in Nevada and now has big plans for his new venture. "The plan would be to get (U.S. Gold) listed on a larger exchange fairly quickly...I was looking at an AMEX or Nasdaq listing, and would consider a Toronto listing as well." McEwen told Reuters in an interview late on Thursday. McEwen's immediate goal is to "aggressively" explore U.S. Gold's only property, Tonkin Springs, which is estimated to contain a 1.4 million ounce inferred gold resource. An inferred resource is a mineral find based on only a few drill holes. "To me (the resource) is just an indication that there is gold in the system. A lot of the previous joint venture partners have wanted to put that into production right away." "My interest is let's start drilling all over the property. Let's start looking for that Cortez Hills deposit at depth," McEwen said referring to gold producer Placer Dome Inc.'s (PDG.TO) rich 2003 discovery that sparked off a staking rush. Nevada is a well-known gold mining region and is home to some of the world's lowest cost and most profitable gold operations. Newmont Mining Co. (NEM.N), Barrick Gold Corp. (ABX.TO) and Placer Dome, North American's biggest producers, are all active in the states as well as in the Cortez Trend. U.S. Gold is McEwen's second bet on the Cortez Trend. He also recently amassed a 17 percent stake in White Knight Resources (WKR.V), another small gold explorer and one whose property adjoins U.S. Gold's. Since McEwen's purchases the stock's value has more than doubled to C$1.62. U.S. Gold's stock hit a high of $1.55 this week but was last at $1.25 on Friday, up 220 percent on its 39 cent close last Friday before McEwen announced his purchase. In a move both parties insisted was purely coincidental, Novagold Resources Inc. (NG.TO), another small Canadian gold explorer, announced just after McEwen that they had bought a 16 percent stake in U.S. gold. That makes it the firm's second biggest shareholder. ($1 = $1.22 Canadian) -----END PRIVACY-ENHANCED MESSAGE-----