FR ES DE CN

Takeover Conversion

Subsequent Acquisitions of Minority Interests in White Knight Resources Ltd., Nevada Pacific Gold Ltd. and Tone Resources Limited

SUMMARY OF INFORMATION

Summary of the Transactions

Plans of Arrangement

The minority shareholdings of Nevada Pacific Gold Ltd. ("Nevada Pacific") and Tone Resources Limited ("Tone") were acquired on June 28, 2007 by way of statutory plans of arrangement. This process involved obtaining securityholder approval at a special meeting held on June 25, 2007 and final approval of the British Columbia Supreme Court on June 27, 2007.

Upon completion of the plans of arrangement on June 28, 2007, shareholders of Nevada Pacific and Tone were automatically registered as holders of exchangeable shares of US Gold Canadian Acquisition Corporation ("Canadian Exchange Co.") and their shares of Nevada Pacific and Tone, respectively, were subsequently cancelled and issued to Canadian Exchange Co.

Former shareholders of Tone have received 0.26 of an exchangeable share of Canadian Exchange Co. for each share of Tone and former shareholders of Nevada Pacific have received 0.23 of an exchangeable share of Canadian Exchange Co. for each share of Nevada Pacific.

Compulsory Acquisition

The minority shareholdings of White Knight Resources Ltd. ("White Knight") were acquired on June 29, 2007 by way of a statutory compulsory acquisition. This process involved sending notice to shareholders on April 24, 2007 and confirming that no objections were filed with the British Columbia Supreme Court by June 25, 2007.

Upon completion of the compulsory acquisition on June 29, 2007, shareholders of White Knight were automatically registered as holders of exchangeable shares of Canadian Exchange Co. and their shares of White Knight were cancelled and issued to Canadian Exchange Co.

Former shareholders of White Knight have received 0.35 of an exchangeable share of Canadian Exchange Co. for each share of White Knight.

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