USGL Files S-4 for White Knight takeoverhttps://www.sec.gov/Archives/edgar/data/314203/000103570406000744/d40355sv4.htm
U.S. Gold Corporation (“U.S. Gold,” “we,” “us,” or “our company”) and its wholly-owned subsidiary, US Gold Canadian Acquisition Corporation, or Canadian Exchange Co., hereby offer to purchase all of the outstanding common shares of White Knight Resources Ltd. The offer will be open for acceptance until the expiry time, which is 5:00 p.m. (Vancouver time) on [ ], 2006, unless extended or withdrawn.
White Knight’s common shares are listed for trading on the TSX Venture Exchange, or the TSX-V, under the symbol “WKR-V.” Our common stock is traded over the counter and traded on the Over the Counter Bulletin Board, or OTC BB, under the symbol “USGL” and listed for trading on the Toronto Stock Exchange, or the TSX, under the symbol “UXG,” and we have made an application for listing our common stock on the American Stock Exchange, or AMEX.
Under the offer, each White Knight common share that is tendered pursuant to the offer and accepted for purchase will be exchanged for 0.35 of an exchangeable share of Canadian Exchange Co. The exchangeable shares of Canadian Exchange Co. will be exchangeable for shares of common stock of U.S. Gold on a one-for-one basis and will have the rights, privileges, restrictions and conditions described in this prospectus.