US Gold übernimmt White Knight!!! - 500 Beiträge pro Seite

[FOXTOM]

U.S. Gold Corporation (OTCBB:USGL - News) today announced that it intends to acquire, in stock transactions, all of the outstanding common shares of four companies that are exploring in the Cortez Trend in Nevada. These companies, White Knight Resources Ltd. (TSX VENTURE:WKR - News), Nevada Pacific Gold Ltd. (TSX VENTURE:NPG - News), Coral Gold Resources Ltd. (TSX VENTURE:CGR - News), and Tone Resources Ltd. (TSX VENTURE:TNS - News), have mineral properties that are adjacent to or near U.S. Gold`s Tonkin Springs property. Together these mineral properties would represent a significant land position and consolidation in the Cortez Trend.

This proposal was made in letters sent today by Rob McEwen, Chairman and Chief Executive Officer of U.S. Gold, to the chief executive officers of each of the subject companies. U.S. Gold`s proposal represents a premium of 25% to the closing stock prices of each company`s shares on March 3, 2006.

Under this proposal, U.S. Gold would issue:

- 0.35 share of U.S. Gold common stock for each outstanding common share of White Knight;

- 0.23 share of U.S. Gold common stock for each outstanding common share of Nevada Pacific Gold;

- 0.63 share of U.S. Gold common stock for each outstanding common share of Coral Gold; and

- 0.26 share of U.S. Gold common stock for each outstanding common share of Tone Resources, representing in the aggregate approximately US$256.9 million (C$291.7 million) total value based on the closing price of U.S. Gold`s common stock on March 3, 2006.

The transactions are subject to a number of conditions, including determination of the precise forms of the transactions, due diligence and shareholder and regulatory approvals.

Rob McEwen, Chairman and Chief Executive Officer of U.S. Gold, said: "As I have frequently stated, our goal is to build the premier exploration company in Nevada. This initiative represents a significant step in that direction. The combination of these companies should appeal to a larger group of investors and should offer the potential for more share appreciation than any one company on its own. The new combined company could provide the land package of a major, the balance sheet strength and market liquidity of an intermediate and the upside price leverage to discovery of a junior. Each company brings an outstanding technical team. The combined company would allow us to bring these teams together."

The Board of Directors of U.S. Gold formed a special committee to evaluate the terms of each of the transactions in recognition of, among other things, the equity interests of Mr. McEwen in the each of the four companies.

The figures presented in this release are based upon the current exchange rates for US and Canadian currency. The currency exchange rates may vary before the consummation of the transactions.

Cautionary Statement

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 sometimes 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 and 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 Securities and Exchange Commission. Many of these factors are beyond the Company`s ability to control or predict. 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 Corporation or any other entity. This communication is not a solicitation of a proxy from a security holder of U.S. Gold or any of the subject companies. If a transaction is agreed upon, or an offer commenced, U.S. Gold will file a proxy statement/prospectus and any other relevant documents concerning the proposed transaction with the Securities and Exchange Commission and the securities commission or equivalent regulatory authorities in Canada. YOU ARE URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSION OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain any such proxy statement/prospectus (if and when it becomes available) and any other documents filed with the SEC free of charge at the SEC`s website, www.sec.gov. In addition, you may obtain the proxy statement/prospectus (if and when it becomes available) and the other documents filed by the U.S. Gold with the SEC by requesting them in writing from U.S. Gold, Attention: Investor Relations, Telephone: [phone].

U.S. Gold Corporation (OTC Bulletin Board:USGL - News)

[FOXTOM]

...wenn meine Berechnungen stimmen, sollte der Aktienpreis auc 1,63 Euro steigen...

...kann das jemand bestätigen?

[ichwillsjetztwissen]

[posting]20.530.703 von FOXTOM am 06.03.06 10:37:17[/posting]wenn`s eine Cash Offerte wäre, dann wohl knapp 1,60.
So gehe ich aber von ca. 10% Abschlag auf den Übernahmepreis aus.

[German2]

beim derzeitigen Kurs von U.S. Gold wäre das der Fall.. ich rechne aber eher mit fallenden Kursen bei US-Gold... deshalb sollten die jetztigen Preise der übernommenen Firmen so einigermassen fair sein.... aber schon krass was der Typ sich da zusammenkauft

[FOXTOM]

...grundsätzlich habe die Aktionäre doch auch noch ein Mitspracherecht, wenn sie einer Übernahme zu diesem Preis nicht zustimmen könnte sich der Preis theoretisch noch erhöhen...

...oder ist US Gold schon Hauptaktionär?

[lesk]

[posting]20.531.213 von FOXTOM am 06.03.06 11:05:59[/posting]er hält meines wissens 17% an wkr

[Nemisis]

fein fein

[pate80]

Handel ausgesetzt oder was ist hier los??
Kaufpanik bricht aus!