/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 20, 2014.
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 transaction documents.
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.