314203--3/16/2010--U_S_GOLD

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We have incurred substantial losses since our inception in 1979 and may never be profitable. The feasibility of mining any of our properties has not been established, meaning that we have not completed sufficient exploration or other work necessary to determine if it is commercially feasible to develop any of our properties. There are significant differences in U.S. and Canadian practices for reporting reserves and resources. Historical production of gold at our Tonkin or Magistral properties may not be indicative of the potential for future development or revenue. We will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations. The figures for our estimated mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated. The integration of any other acquisitions that we may pursue will present significant challenges. Fluctuating gold and silver prices could negatively impact our business. Average Annual Market Price of Gold and Silver (per oz.) Our continuing reclamation obligations at the Tonkin property and other properties could require significant additional expenditures. Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations. Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining property. Our operations in Mexico are subject to potential changes in political conditions and regulations and crime in that country. Title to mineral properties can be uncertain, and we are at risk of loss of ownership of one or more of our properties. Legislation has been proposed that would significantly affect the mining industry. A significant portion of the lode claims comprising our Tonkin property are subject to a lease in favor of a third party which may expire in 2011 and which provides for a 5% royalty on production. Gain recognized by non-U.S. holders and non-U.S. persons holding any interest in the Company other than solely as a creditor (including, for example, convertible debt) on the sale or other disposition of our securities may be subject to U.S. federal income tax. We cannot assure you that we will have an adequate supply of water to complete desired exploration or development of our mining properties. The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations. We do not insure against all risks to which we may be subject in our planned operations. We depend on a limited number of personnel and the loss of any of these individuals could adversely affect our business. We are required to annually evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have a material adverse effect on the price of our common stock. The acquisition of the Acquired Companies has and may further result in the issuance of a significant amount of additional US Gold common stock which may in turn depress the trading price of our stock or other securities The exercise of outstanding options and warrants and the future issuances of our common stock will dilute current shareholders and may reduce the market price of our common stock. Our stock price may be volatile and as a result you could lose all or part of your investment. A small number of existing shareholders own a significant portion of our common stock, which could limit your ability to influence the outcome of any shareholder vote. We have never paid a dividend on our common stock and we do not anticipate paying one in the foreseeable future.

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314203--3/16/2010--U_S_GOLD_CORP