-----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, AhlRUSyT8De1B8tUsJuK16WXwLfFzAHuVTT5kdoCmWujvB419Gf3QPJBMblLSCv2 Epc0c/RabGD34m8JI/gQwg== 0001014909-06-000010.txt : 20060208 0001014909-06-000010.hdr.sgml : 20060208 20060207205253 ACCESSION NUMBER: 0001014909-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060207 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: 06586988 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_7feb2006usgold.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): February 7, 2006 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: [ ] 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 February 7, 2006, U.S. Gold Corporation (the "Company") issued a press release relating to a proposed private placement of its securities. A copy of the press release is attached to this report as Exhibit 99.1. The information furnished under this Item 7.01, including the exhibits, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR "PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the willingness and ability of third parties to honor their contractual obligations, the decisions of third parties over which the Company has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company's filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press Release dated February 7, 2006 2 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: February 7, 2006 By: /s/ William F. Pass ---------------------------------------- William F. Pass, Vice President, Chief Financial Officer and Secretary 3 EX-99 2 exh99_1pressrelease.txt Exhibit 99.1 PRESS RELEASE U.S. GOLD CORPORATION U.S. GOLD CORPORATION ANNOUNCES $50.4 MILLION OFFERING For Immediate Release - --------------------- Lakewood, Colorado (February 7, 2006) - - U.S. Gold Corporation is pleased to announce that it is commencing a private placement of up to 11,200,000 subscription receipts (the "Subscription Receipts") at a price of US$4.50 per Subscription Receipt for aggregate proceeds to the Company of up to US$50.4 million (with a minimum offering of 9,000,000 Subscription Receipts for aggregate gross proceeds to the Company of US$40,050,000). Each Subscription Receipt will be automatically converted into one Unit, subject to adjustment and dilution penalties in certain instances, upon the satisfaction of certain stated conditions (the "Escrow Conditions"). Each Unit shall be comprised of one share of the Company's common stock ("Common Share") and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") for a period of 5 years following the closing of the offering at a price of US$10.00. The Escrow Conditions include, among other items, the filing of a resale registration statement in the United States and (final) prospectus in Canada qualifying the securities underlying the Units and the listing of the Common Shares on the Toronto Stock Exchange. The net proceeds from the Offering will be used for the exploration and development of the Tonkin Springs gold project in Nevada and for general corporate and working capital purposes. The offering, which is subject to market and other conditions, will be made in the United States only to institutional accredited investors and outside the United States to non-U.S. investors under Regulation S of the Securities Act of 1933, as amended. 50% of the net proceeds of the offering shall be held in escrow pending the satisfaction of the Escrow Conditions. In the event that the Escrow Conditions are not satisfied within 12 months of the closing of the Offering, the escrowed proceeds shall be returned to the holders of the Subscription Receipts in exchange for the 50% of the outstanding Subscription Receipts held by each holder. The remaining 50% of the Subscription Receipts to be exchanged into Units not later than 18 months after the closing of the offering. The offering is scheduled to close on or about February 22, 2006 and is subject to certain conditions, including, but not limited to, satisfactory due diligence and the receipt of all necessary approvals. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE LAWS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. 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 of 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 future information, contact: William F. Pass Vice President and Chief Financial Officer Tel: (303) 238-1438 Fax: (303) 238-1724 bill@usgold.com 2201 Kipling Street, Suite 100 Lakewood, Colorado 80215 -----END PRIVACY-ENHANCED MESSAGE-----