TORONTO, Dec. 11, 2012 /CNW/ - U.S. Silver & Gold Inc. (TSX: USA)
(OTCQX: USGIF) ("U.S. Silver & Gold" or the "Company") announced today
that its board of Directors (the "Board") has adopted a shareholder
rights plan (the "Rights Plan").
The Rights Plan is intended to ensure that, to the extent possible, the
Company's Board and shareholders have adequate time to consider and
evaluate any unsolicited take-over bid, and to identify, solicit,
develop and negotiate any value-enhancing alternatives that would be
considered appropriate. This will encourage fair treatment of the
Company's shareholders in connection with any unsolicited take-over
The Board has authorized the issuance of one right in respect of each
common share of the Company outstanding at 5:00 p.m. (Toronto time) on
December 11, 2012 and each share issued thereafter.
The rights will become exercisable if a person, together with their
affiliates, associates and joint actors, acquires or announces an
intention to acquire beneficial ownership of common shares which, when
aggregated with its holdings, total 20% or more of the outstanding
common shares of the Company (determined in the manner set out in the
Following the acquisition of 20% or more of the outstanding common
shares, each right held by a person other than the acquiring person and
its affiliates, associates and joint actors would, upon exercise,
entitle the holder to purchase common shares at a substantial discount
to the market price of the common shares at that time.
The Rights Plan permits the acquisition of control of the Company
through a "permitted bid", a "competing permitted bid" or a negotiated
A "permitted bid" is one that, among other things, is made to all
holders of common shares for all of their shares, is open for a minimum
of 60 days and is subject to an irrevocable minimum tender condition of
at least 50% of the common shares held by independent shareholders.
The Board has the discretion to defer the time at which the rights
become exercisable and to waive the application of the Rights Plan.
The Rights Plan is effective immediately and will be submitted to the
shareholders for ratification at the annual general meeting in May
2013. If it is not ratified within six months, the Rights Plan and any
rights issued pursuant to it will terminate. If it is ratified, the
Rights Plan will continue in effect until the third annual meeting of
shareholders thereafter. A copy of the plan will be available on SEDAR
About U.S. Silver & Gold Inc.
U.S. Silver & Gold Inc. is a newly formed silver and gold mining company
focused on growth from its existing asset base and the execution of
targeted accretive acquisitions. U.S. Silver & Gold owns and operates
the Galena Mine Complex in the heart of the Silver Valley/Coeur d'Alene
Mining District, Shoshone County, Idaho and the Drumlummon Mine Complex
in Lewis and Clark County, Montana. Within the Galena Mine Complex, the
Galena mine produces high‐grade silver and is the second most prolific
silver mine in U.S. history, delivering over 200 million ounces to
date, the Coeur mine is under late redevelopment and the Lead-Silver
Zone is being evaluated for bulk mining development. The Drumlummon
mine currently produces high‐grade gold and silver with historical
production of 1 million ounces of gold and 12 million ounces of silver
and has never been fully exploited or explored. Visit www.us-silver.com.
CAUTIONARY NOTE REGARDING FORWARD‐LOOKING STATEMENTS
Certain information in this press release may contain forward‐looking
statements. This information is based on current expectations that are
subject to significant risks and uncertainties that are difficult to
predict. Actual results might differ materially from results suggested
in any forward‐looking statements. The Company assumes no obligation
to update the forward‐looking statements, or to update the reasons why
actual results could differ from those reflected in the forward
looking‐statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in filings by the Company with the
Canadian securities regulator available at www.sedar.com.
SOURCE: U.S. Silver & Gold Inc.
For further information:
President and CEO
Investor Relations - Canada
Investor Relations - United States
208-556-1535 ext. 2