WHITE KNIGHT RESOURCES, NEVADA PACIFIC GOLD & TONE RESOURCES SHAREHOLDERS OVERWHELMINGLY ACCEPT US GOLD’S OFFERS! (March 23, 2007)
PRESS RELEASE
For Immediate Release
Denver, Colorado (March 23, 2007) - US GOLD CORPORATION (AMEX: UXG – TSX: UXG) is pleased to announce that shareholders of White Knight Resources Ltd., Nevada Pacific Gold Ltd., and Tone Resources Limited have overwhelmingly accepted US Gold’s offers to acquire the outstanding shares of each target company!
US Gold’s wholly-owned subsidiary, US Gold Canadian Acquisition Corporation, has taken up and accepted the following number and approximate percentage of common shares of each target company based on the outstanding shares today:
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Number of Common Shares Tendered |
Percentage of Outstanding Common Shares |
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59,278,256 |
83.5% |
Tone Resources |
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89.4% |
“We are pleased that shareholders of the three target companies have accepted our offer! We will now move quickly to integrate these four companies and drive forward. During this process, US Gold has accomplished many of the goals I set for the Company in order to create Nevada’s premier exploration company: We strengthened the treasury, increased our trading liquidity by listing our common shares on the American and Toronto Stock Exchanges and began an aggressive $30 million exploration program at our Tonkin Project. These three acquisitions will take us one step closer to achieving our goal, with a large discovery being the last and most exciting on the list,” stated Rob McEwen, Chairman and CEO of US Gold.
Under the offers, US Gold Canadian Acquisition Corporation offered 0.35 of an exchangeable share for each outstanding White Knight Resources common share, 0.23 of an exchangeable share for each Nevada Pacific Gold common share and 0.26 of an exchangeable share for each Tone Resources common share. The aggregate number of exchangeable shares to be issued in the offers by US Gold Canadian Acquisition Corporation will be approximately 38,037,179. It is anticipated that certificates for the exchangeable shares will be delivered next week.
Now that the offers have expired, US Gold and US Gold Canadian Acquisition Corporation intend to implement a subsequent acquisition transaction under Canadian law, in order to acquire full ownership of each of the target companies.
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.
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Nothing on this website is either an offer to purchase, or a solicitation of an offer to sell, shares of US Gold Corporation ("UXG") or any other entity. Nothing on this website is a solicitation of a proxy from a security holder of UXG or any other company. UXG and its wholly owned subsidiary, US Gold Canadian Acquisition Corporation, have filed Registration Statements on Form S-4 containing a prospectus relating to the proposed tender offer for all outstanding common shares of White Knight Resources Ltd. ("White Knight"), Nevada Pacific Gold Ltd. ("Nevada Pacific"), and Tone Resources Ltd. ("Tone"). On January 18, 2007, UXG determined not to pursue the tender offer of Coral Gold although it may do so in the future. UXG has also filed Statements relating to the authorization of the shares to be issued in the proposed tender offers. UXG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UXG's stockholders in connection with the special meeting of stockholders to be held to approve the issuance of the shares n the proposed tender offers and related matters. Information concerning UXG's directors and executive officers and their direct and indirect interests in the transaction is set forth in the preliminary proxy statement filed with the SEC relating to the tender offers and the associated special meeting of stockholders and in the Registration Statements on Form S-4 filed by UXG and US Gold Canadian Acquisitions Corporation with the SEC. A definitive proxy statement and final prospectuses will be mailed to UXG stockholders when available. Stockholders may obtain these documents (when available) free of charge at the SEC's website at www.sec.gov. In addition, copies of the definitive proxy statements and final prospectuses (when available) may be obtained free of charge by directing a request to US Gold Corporation, 99 George St. 3rd Floor. Toronto, Ontario, Canada M5A 2N4 Attention: Ian Ball, Investor Relations. UXG, WHITE KNIGHT, NEVADA PACIFIC, AND TONE STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUSES AND OTHER RELEVANT DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. |
