425

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):  March 16, 2007

U.S. GOLD CORPORATION
(Exact name of registrant as specified in its charter)

Colorado	001-33190	84-0796160
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

165 South Union, Suite 565
Lakewood, CO 80228
(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:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 March 16, 2007, U.S. Gold Corporation (the “Company”) issued a press release regarding the results of its special meeting of shareholders held on March 15, 2007.  A copy of the press release is attached to this report as Exhibit 99.1.

The Company plans to place an advertisement in certain newspapers relating to its offers for Nevada Pacific Gold Ltd., White Knight Resources Ltd. and Tone Resources Limited (the “Target Companies”).  A copy of the proposed advertisement is attached as Exhibit 99.2.

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.

Item 8.01               Other Events.

Please refer to the information disclosed under Item 7.01 above.

Item 9.01               Financial Statements and Exhibits.

(d)                   Exhibits.  The following exhibits are furnished with this report:

99.1         Press Release dated March 16, 2007

99.2         Proposed newspaper advertisement relating to offers for the Target Companies

Cautionary Statement

Certain statements contained herein or in the exhibits furnished with this report made by or on behalf of the Company may contain forward-looking statements.  Such forward-looking statements are sometimes identified by words such as “intends,” “anticipates,” “believes,” “expects” and “hopes” and involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that could cause actual results to differ materially include, among others, drilling results, commodity prices, industry conditions, the availability of drill rigs and other support services, environmental and governmental regulations, availability of financing, judicial proceedings, force majeure events and other risks factors as described from time to time in the Company’s filings with the Securities and Exchange Commission.  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.

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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: March 16, 2007	By:	/s/ William F. Pass
		William F. Pass, Vice President,
		Chief Financial Officer and Secretary

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Exhibit Index

The following is a list of the Exhibits furnished herewith.

Exhibit
Number	Description of Exhibit
99.1	Press Release dated March 16, 2007.
99.2	Proposed newspaper advertisement relating to offers for the Target Companies

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EX-99.1

Exhibit 99.1

PRESS RELEASE

U.S. GOLD SHAREHOLDERS OVERWHELMINGLY APPROVE RESOLUTIONS TO FACILITATE PROPOSED ACQUISITIONS OF TARGET COMPANIES

For Immediate Release

Denver, Colorado (March 16, 2007) - U.S. GOLD CORPORATION (AMEX: UXG — TSX: UXG) is pleased to announce that by a vote of more than 99% of the shares cast at the special meeting, its shareholders overwhelmingly approved resolutions necessary to facilitate the proposed acquisitions of Nevada Pacific Gold Ltd., White Knight Resources Ltd. and Tone Resources Limited.  The proposals were designed to amend the Company’s Articles of Incorporation to, among other things, permit the issuance of the exchangeable shares in connection with the proposed acquisitions, and to approve the issuance of U.S. Gold common stock upon conversion of the exchangeable shares.  Completion of the acquisitions and issuance of any securities in connection with the acquisitions are contingent on satisfaction of conditions of U.S. Gold’s tender offer for each of the Target Companies on or before March 23, 2007, unless the offers are withdrawn or extended.

Robert McEwen, Chairman and Chief Executive Officer of U.S. Gold, stated: “We are grateful to our shareholders for supporting the proposals and demonstrating their enthusiasm for the acquisitions.  The formal approval of the proposals will allow us to continue our efforts to consolidate the Cortez Trend.”

Cautionary Statements

This press release contains certain “forward-looking statements.”  Such forward-looking statements are often 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, 2005, under the caption “Risk Factors” and in other reports filed with the SEC.  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.

This communication is neither an offer to purchase, nor a solicitation of an offer to sell, shares of U.S. Gold or any other entity.  This communication is not a solicitation of a

proxy from a security holder of the Company or any of the subject companies.  The Company has filed registration statements and a proxy statement with the SEC with regard to the proposed offers for Nevada Pacific, Tone Resources and White Knight.  YOU ARE URGED TO READ THE PROSPECTUS AND PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  You will be able to obtain any such prospectus or proxy statement and any other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, and filed with the securities commissions or equivalent regulatory authorities in Canada at the following website, www.sedar.com.  In addition, you may obtain a prospectus and the proxy statement (if and when it becomes available) and the other documents filed by the Company with the SEC and the securities commissions or equivalent regulatory authorities in Canada by requesting them in writing from U.S. Gold Corporation, Attention: Investor Relations, Telephone: (303) 238-1438.

For further information, contact:

William F. Pass Vice President and Chief Financial Officer	Ana E. Aguirre Manager, Investor Relations
Tel: (303) 238-1438	Tel: (647) 258-0395
Fax: (303) 238-1724	Toll Free: (866) 441-0690
bill@usgold.com	Fax: (647) 258-0408
2201 Kipling Street, Suite 100	info@usgold.com
Lakewood, CO 80215	99 George Street, 3rd Floor
	Toronto, ON M5A 2N4

EX-99.2

Exhibit 99.2

[US GOLD LOGO]

WHITE KNIGHT, NEVADA PACIFIC AND TONE RESOURCES SHAREHOLDERS:
U.S. GOLD’S OFFERS EXPIRES FRIDAY MARCH 23, 2007

U.S. Gold (AMEX & TSX:UXG) wishes to remind you that our offer to acquire your White Knight, Nevada Pacific or Tone Resources shares will expire on Friday March 23, 2007 at 5:00 pm Pacific time, unless withdrawn or extended. The offers represent a premium of approximately 25% to the closing share price on March 3, 2006

Each of the three target companies’ Board of Directors have recommended that all their shareholders ACCEPT the offer and TENDER their shares to U.S. Gold.

FOR HELP TENDERING YOUR SHARES, PLEASE CONTACT:

IN THE UNITED STATES:	OUTSIDE THE UNITED STATES:
Toll Free Telephone: 1-866-425-8280	Canada Toll Free Telephone: 1-866-639-8026
Banks, Brokers call: 1-212-440-9800	Banks, Brokers and others call: 1-416-867-2272

The offer is being made only pursuant to the prospectus and offer to purchase, which are each available on the U.S. Gold website at www.usgold.com and at www.sec.gov and www.sedar.com.

On February 12, 2007, U.S. Gold announced the launch of its formal offers to acquire all the outstanding shares (including any common shares that may be issued after February 12, 2007 and prior to the expiry time of the offers) of White Knight Resources Ltd., Nevada Pacific Gold Ltd. and Tone Resources Limited. Under the offers, U.S. Gold’s wholly-owned subsidiary, US Gold Canadian Acquisition Corporation, will issue 0.35 of an exchangeable share for each outstanding common share of White Knight tendered in the offer and accepted for purchase; 0.23 of an exchangeable share for each outstanding common share of Nevada Pacific Gold tendered in the offer and accepted for purchase; and 0.26 of an exchangeable share for each outstanding common share of Tone Resources tendered in the offer and accepted for purchase. If all of the offers are completed on the terms currently proposed, US Gold Canadian Acquisition Corporation will issue up to 42,370,163 exchangeable shares in consideration for the currently outstanding shares of the target companies, or up to 49,065,769 exchangeable shares if currently outstanding options and warrants of the target companies are exercised and the underlying common shares tendered in accordance with the offer.

Each exchangeable share of US Gold Canadian Acquisition Corporation will be convertible at the option of the holder into one share of U.S. Gold’s common stock for no additional consideration. The exchangeable shares will be structured to provide the holders the same voting and economic rights as the holders of U.S. Gold’s common stock and are being issued in an effort to provide, to the extent possible, more favorable tax treatment to Canadian shareholders of the target companies under the Income Tax Act (Canada), as amended. The exchangeable shares have been conditionally approved for listing on the Toronto Stock Exchange.

The offers will remain open until 5:00 p.m. Vancouver time on March 23, 2007, unless the offers are withdrawn or extended. Any notice of extension will be announced promptly by press release as soon as possible after notification to the depositary, Kingsdale Shareholder Services, but no later than 9:00 a.m., Vancouver time, on the day following the expiry date and a copy of the notice will be provided to the TSX, TSX-V and AMEX, as applicable.

Cautionary Statements

This message contains certain “forward-looking statements.” Such forward-looking statements are often 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, 2005, under the caption “Risk Factors” and in other reports filed with the SEC. 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.

This communication is neither an offer to purchase, nor a solicitation of an offer to sell, shares of U.S. Gold or any other entity. This communication is not a solicitation of a proxy from a security holder of the Company or any of the subject companies. The Company has filed registration statements and a proxy statement with the SEC with regard to the proposed offers for Nevada Pacific, Tone Resources and White Knight. YOU ARE URGED TO READ THE PROSPECTUS AND PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain any such prospectus or proxy statement and any other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, and filed with the securities commissions or equivalent regulatory authorities in Canada at the following website, www.sedar.com. In addition, you may obtain a prospectus and the proxy statement and the other documents filed by the Company with the SEC and the securities commissions or equivalent regulatory authorities in Canada by requesting them in writing from U.S. Gold Corporation, Attention: Investor Relations, Telephone: (303) 238-1438.