iShares Global Real Estate Index ETF T.CGR

USGL Files TakeOVer Doc - PREM14A

[December3]

https://www.sec.gov/Archives/edgar/data/314203/000103570406000745/d40368pprem14a.htm [ • ], 2006 Dear U.S. Gold Shareholder, You are cordially invited to attend a special meeting of shareholders of U.S. Gold Corporation, which we refer to as U.S. Gold, to be held at [ • ] at [ • ], local time, on [ • ], 2006. At the special meeting, U.S. Gold shareholders will be asked to vote on matters necessary to enable U.S. Gold to acquire four Canadian gold exploration companies, which we refer to collectively as the Target Companies. The Target Companies are White Knight Resources Ltd., which we refer to as White Knight, Nevada Pacific Gold Ltd., which we refer to as Nevada Pacific, Coral Gold Resources Ltd., which we refer to as Coral Gold, and Tone Resources Limited, which we refer to as Tone Resources. We refer to the contemplated acquisitions as the Proposed Acquisitions. Your board of directors believes that the Target Companies are desirable because each of them is exploring in the Cortez Trend in Nevada and owns and operates exploration properties that are adjacent to or near U.S. Gold’s Tonkin Springs property and because the acquisition of any or all of them would result in U.S. Gold having a larger position within the Cortez Trend. In addition, your board of directors believes that combining U.S. Gold’s resources with one or more of the Target Companies would result in a larger exploration program, a stronger combined cash position, reduced costs, an increased marked capitalization enhancing trading liquidity, better market focus and additional technical expertise. The accompanying proxy statement and the documents and information incorporated by reference in the proxy statement contain detailed information about the offers to purchase and other important information concerning the Proposed Acquisitions. The Proposed Acquisitions would be undertaken pursuant to four separate offers to purchase all outstanding common shares of each of the Target Companies, in exchange for exchangeable shares of our wholly-owned subsidiary, US Gold Canadian Acquisition Corporation, which we refer to as Canadian Exchange Co., at the following exchange ratios: • 0.63 of an exchangeable share of Canadian Exchange Co. for each outstanding common share of Coral Gold; • 0.23 of an exchangeable share of Canadian Exchange Co. for each outstanding common share of Nevada Pacific; • 0.26 of an exchangeable share of Canadian Exchange Co. for each outstanding common share of Tone Resources; and • 0.35 of an exchangeable share of Canadian Exchange Co. for each outstanding common share of White Knight.