/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, March 5, 2014 /CNW/ - March 5, 2014 - U.S. Silver & Gold Inc. (TSX: USA) (OTCQX: USGIF) ("U.S. Silver & Gold"
or the "Company") announced today that it intends to raise up to
CDN$6.7 million pursuant to a private placement offering of units
("Units") and subscription receipts ("Subscription Receipts"), in a
proportion to be determined, at a price of CDN $0.58 per Unit or
Subscription Receipt, as the case may be (the "Offering"). The Company
anticipates that each Unit would consist of one common share and one
quarter of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant would entitle the holder to acquire one
common share at an exercise price of CDN $0.73 for a period of 24
months from the close of the Offering. Each Subscription Receipt would
be deemed to be exchanged, without payment of any additional
consideration and subject to adjustment for one Unit upon the
satisfaction of the Escrow Release Conditions (as described below).
The Company has received an expression of interest for a lead order from
Sprott Asset Management LP on behalf of the funds it manages and Eric
Sprott. To the extent that, following completion of the Offering, the
Sprott funds and Mr. Sprott (together with his affiliates) would
beneficially control more than 20% of the issued and outstanding common
shares of the Company, the Sprott funds and Mr. Sprott would be issued
Subscription Receipts with the proceeds of such issuance deposited into
escrow (the "Escrowed Funds") with the release of the Escrowed Funds
subject to the satisfaction of conditions precedent, including the
receipt of all acquired shareholder and regulatory approvals including,
without limitation, shareholder approval for the acquisition, upon the
conversion of the subscription receipts, by the Sprott funds and Mr.
Sprott of that number of common shares that would result in the Sprott
funds and Mr. Sprott (together with his affiliates) beneficially
controlling more than 20% of the issued and outstanding shares of the
Company on a partially-diluted basis (the "Escrow Release
Conditions"). In the event that the Escrow Release Conditions are not
satisfied on or before the escrow deadline, the gross proceeds from the
issuance of the Subscription Receipts would be returned to the Sprott
funds and Mr. Sprott and the Subscription Receipts would be
automatically cancelled. The Offering would be subject to the receipt
of all regulatory approvals, including, without limitation, the
approval of the TSX.
Assuming the completion of the Offering, the Company intends to seek the
approval of its shareholders for the exchange of Subscription Receipts
for Units at the next annual general meeting of the Company's
shareholders, which the Company expects to hold in May, 2014.
The Company expects the Offering to be co-led by Medalist Capital and
Scotiabank and includes GMP Securities as agents. The Company expects
to grant the agents an option that is exercisable up to 48 hours before
closing of the Offering to increase the size of the Offering by up to
15%. The Company expects that the agents will receive a commission in
connection with the Offering.
The Company intends to use the proceeds of the Offering for exploration
drilling and development to further define known high grade resources
for production beyond 2014 on four distinct levels of the Galena Mine
Complex, including the Caladay Zone and for general administrative and
corporate costs. The offering is expected to close on or about March
The Offering would be subject to a number of conditions including, but
not limited to, receipt of all necessary approvals, including the
approval of shareholders, the Toronto Stock Exchange and applicable
securities regulatory authorities and entering into definitive
The offered securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and
may not be offered or sold in the United States absent registration or
an application exemption from registration. This news release does not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sales of the securities in any state in which such
offer, solicitation or sale would be unlawful.
About U.S. Silver & Gold Inc.
U.S. Silver & Gold is a silver and gold mining company focused on growth
from its existing asset base and execution of targeted accretive
acquisitions. It owns and operates the Galena Mine Complex in the heart
of the Silver Valley/Coeur d'Alene Mining District, Shoshone County,
Idaho which produces high-grade silver ore and is the second most
prolific silver mine in U.S. history, delivering over 250 million
ounces to date. U.S. Silver & Gold also owns the Drumlummon Mine
Complex in Lewis and Clark County, Montana.
For further information please see SEDAR or www.us-silver.com.
Cautionary Statement Regarding Forward Looking Information:
This news release contains "forward‐looking information" within the
meaning of applicable securities laws. Forward‐looking information
includes, but is not limited to, timing and details of the Offering,
the Company's expectations intentions, plans, and beliefs with respect
to, among other things, the Galena Complex and the Drumlummon Mine.
Often, but not always, forward‐looking information can be identified by
forward‐looking words such as "anticipate", "believe", "expect",
"goal", "plan", "intend", "estimate", "may", and "will" or similar
words suggesting future outcomes, or other expectations, beliefs,
plans, objectives, assumptions, intentions, or statements about future
events or performance. Forward‐looking information is based on the
opinions and estimates of the Company as of the date such information
is provided and is subject to known and unknown risks, uncertainties,
and other factors that may cause the actual results, level of activity,
performance, or achievements of the Company to be materially different
from those expressed or implied by such forward looking information.
This includes the ability to develop and operate the Galena and
Drumlummon properties, risks associated with the mining industry such
as economic factors (including future commodity prices, currency
fluctuations and energy prices), failure of plant, equipment, processes
and transportation services to operate as anticipated, environmental
risks, government regulation, actual results of current exploration
activities, possible variations in ore grade or recovery rates,
permitting timelines, capital expenditures, reclamation activities,
social and political developments and other risks of the mining
industry. Although U.S. Silver & Gold has attempted to identify
important factors that could cause actual results to differ materially
from those contained in forward‐looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. Readers are cautioned not to place undue reliance on such
information. By its nature, forward‐looking information involves
numerous assumptions, inherent risks and uncertainties, both general
and specific those contribute to the possibility that the predictions,
forecasts, and projections of various future events will not occur. The
Company undertakes no obligation to update publicly or otherwise revise
any forward‐looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
SOURCE: U.S. Silver & Gold Inc.
For further information:
President and CEO