Replies to post #2817 on Mexican Mining

[Ed Monton]

Nevada Pacific receives formal offer from U.S. Gold


2007-02-14 09:43 ET - News Release

Mr. Gary Nordin reports

NEVADA PACIFIC RESPONDS TO US GOLD TAKE-OVER BID

Nevada Pacific Gold Ltd. has received a formal offer from U.S. Gold Corp. to acquire all of the outstanding common shares of Nevada Pacific Gold Ltd. Under the offer, U.S. Gold will issue 0.23 of an exchangeable share of U.S. Gold Canadian Acquisition Corp., a wholly owned subsidiary of U.S. Gold, for each outstanding common share of Nevada Pacific.

Each exchangeable share is convertible at the option of the holder into one common share of U.S. Gold for no additional consideration. U.S. Gold has advised that the offer will remain open until 5 p.m. (Pacific Time) on March 23, 2007, unless otherwise withdrawn or extended.

The special committee of the board of directors of Nevada Pacific will review U.S. Gold's formal offer and will report to the board of directors with its views and a recommendation regarding the U.S. Gold offer after receiving advice from its financial adviser Capital West Partners. The board of directors of Nevada Pacific will then consider and evaluate the offer and will advise shareholders of their position in a directors' circular that is required to be mailed within 15 days to all Nevada Pacific shareholders and filed with the applicable securities regulatory authorities in accordance with applicable takeover bid regulations. All Nevada Pacific shareholders are advised not to take any action with respect to the offer until they have had the opportunity to review and consider the directors' circular. All such information will be available on Stockwatch SEDAR files.