-----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, GdX2sOpESiZvocuoi8Nr+rBYFD7klIM8gUrUhTk5XK9Ton82Vl9Q/0nd8qDuZTcV 8FLgUQ6J1r9br4aJkL+jZQ== 0001014909-05-000095.txt : 20050819 0001014909-05-000095.hdr.sgml : 20050819 20050819123703 ACCESSION NUMBER: 0001014909-05-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 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: 051037839 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_18august2005usgold.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 18, 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 - ------------------------------------ Mr. Rob McEwen, newly appointed Chairman and Chief Executive Officer of U.S. Gold Corporation, gave an interview on August 18, 2005 to Resource Investor. That interview is included as an exhibit to this report. Item 9.01. Financial Statements and Exhibits - --------------------------------------------- (c) Exhibits: 99.1 Text of interview given to Resource Investor 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 19, 2005 By: /s/ William F. Pass ---------------------------------- William F. Pass Vice President, Chief Financial Officer and Secretary 2 EX-99 2 exh99_1mcewen.txt Exhibit 99.1 Rob McEwen Driving Hot New Gold Vehicle By David J. DesLauriers 18 Aug 2005 at 12:49 PM EDT TORONTO (ResourceInvestor.com) -- A little over 2 weeks ago, Rob McEwen of Goldcorp [NYSE:GG; TSX:G] fame took over tiny US Gold [OTCBB:USGL] listed on the den of thieves Over The Counter Bulletin Board market in the U.S. Since McEwen's acquisition of shares at about 36 cents and Novagold's [AMEX:NG; TSX:NG] purchase (reportedly unrelated events) at roughly 50 cents, US Gold has gone parabolic hitting a recent high of $2.19! Unlike his other equity holdings in the junior gold arena, this is the first time that McEwen has taken over management duties. This makes US Gold his first foray, and in his words "my new vehicle" after handing over the Goldcorp reigns to Ian Telfer several months ago following the merger with Wheaton River [TSX:WRM]. Resource Investor alluded to the potential unrecognized value of US Gold at the end of June in a report on the company's proposed marriage with Romarco Minerals [TSXv:R] and Western Goldfields [OTCBB:WGDF] before McEwen stepped in. At the time, we told readers that Tonkin Springs "hosts some very exciting deep drilling potential right around the corner from Placer's discovery in the hot Cortez Hills area," and speculated that "investors should also bear in mind the potential for a Tonkin Springs lower plate Cortez Hill look alike. If Romarco can hit the structure successfully, and it carries on from the Placer property, one good hole on this untested deep area could justify the market value of the company." Exclusive Interview Resource Investor had a chance to speak with McEwen about his plans for the new company with its flagship Tonkin Springs property in the hot Cortez Hills area, Nevada. Here follows a transcription of our exclusive interview. DAVID DESLAURIERS: You're clearly a believer in the Cortez trend. Is Tonkin Springs your number one priority target in the area, and are there any plans to do something with White Knight at some point? ROB MCEWEN: With US Gold, I'd like to mount an aggressive exploration program to test for Carlin style mineralization and Cortez Hill style mineralization at depth. We certainly don't need to encourage White Knight much to do the same thing. They are looking for the same target. I just think it's a great trend to be in. Right state, right country, right time. A lot of people looked at Tonkin Springs in the past just for putting their 1.2 million ounce resource into production, but never really looked at the deeper expressions of gold. The million ounces aren't going away, but of all the juniors in the trend, we have the best show, and the deepest hole on the property to date is only about 250 feet. DAVID DESLAURIERS: Can investors consider this your next vehicle because you are appointing yourself to management, or was this just an attractive way to get in on an interesting project that you liked the look of? ROB MCEWEN: The next vehicle. My interests are in startups, turnarounds and exploration. DAVID DESLAURIERS: So this isn't just going to be a Cortez company? ROB MCEWEN: Right now the focus is drilling there. We'll see what comes along, but the focus is Cortez, which is one of the hottest places to be in the world. We don't have to look very far a field for the moment - it's a big land package. DAVID DESLAURIERS: What can you comment on with regards to Novagold's participation in this? ROB MCEWEN: Don't know anything about it, other than what I read in the press. DAVID DESLAURIERS: What is the next step with USGL: listing it in Canada, financing at $1.50 and drill a few holes, consolidate some more Cortez land? ROB MCEWEN: I'd like to get a solid listing - either NASDAQ or AMEX, maybe a Toronto one. Then I'll have to put some more money in it and do the drilling - put together some targets to go after. DAVID DESLAURIERS: Is there anything else about US Gold that you think RI readers should be made aware of? ROB MCEWEN: It's a great land package, and we are going to see if we can find another Cortez Hills. DAVID DESLAURIERS: I'd be interested to hear your opinion on gold if you would care to share it? ROB MCEWEN: It's in a positive trend, its picking up value in all currencies right now and that was one of the critical ingredients for it to go higher - that you have widespread appreciation. I think in the gold share market the ETF has taken some of the steam out of the shares because it provides an alternative way of getting exposure to gold without the specific risk that you incur when you buy a company. It's never a straight line [for bull markets], and unfortunately when the market gets carried away they think that it is going to keep going in a straight line, but it has to advance, then correct and consolidate, but currencies continue to be debased and people around the world are worried about their money. I think gold will go higher. Conclusion Clearly USGL has come a long way in the past couple of weeks, and the market cap is now a multiple of what it was when McEwen entered the situation. His presence probably makes US Gold the premier exploration shot in the district, and the location of the property is ideal, but investors should keep in mind that even at current prices, US Gold doesn't have a bigger market capitalization than White Knight [TSXv:WKR]. On the chance that McEwen can find something similar to what Placer has found, $2 per share will seem really, really cheap. -----END PRIVACY-ENHANCED MESSAGE-----