/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO,
March 21, 2014 /CNW/ - U.S. Silver
& Gold Inc. (TSX: USA)(OTCQX: USGIF) ("U.S. Silver & Gold"
or the "Company") is pleased to announce that it has closed its
previously announced private placement. The Company issued
7,874,717 units ("Units") and 3,448,280 subscription receipts
("Subscription Receipts") at a price of CDN$0.58 per Unit and CDN$0.58 per Subscription Receipt for gross
proceeds of approximately CDN$6.57
million in the brokered portion of the financing, and an
additional 228,780 Units at CDN$0.58
per Unit in a non-brokered financing to raise gross proceeds of an
additional approximately CDN$130,000.
Each Unit issued consists of one common share and one quarter of
one common share purchase warrant (each whole warrant, a
"Warrant"). Each whole Warrant entitles 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 placement.
The aggregate gross proceeds raised in the
private placement was approximately CDN$6.7
million of which approximately CDN$4.7 million was received upon closing and
approximately CDN$2.0 million is to
be held in escrow pending the satisfaction of the conditions
discussed below for the exchange of the Subscription Receipts.
The lead order for the private placement was
from Sprott Asset Management LP on behalf of the funds it manages
and Eric Sprott. To the extent
that, following completion of the private placement, the Sprott
funds and Mr. Sprott (together with his affiliates) beneficially
control more than 20% of the issued and outstanding common shares
of the Company, Mr. Sprott has been issued Subscription Receipts
with the proceeds of such issuance deposited into escrow (the
"Escrowed Funds") with the release subject to the satisfaction of
conditions precedent, including the receipt of all required
regulatory approvals, and shareholder approval for the acquisition,
upon the conversion of the subscription receipts by 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 Escrowed
Funds would be returned to the Sprott funds and Mr. Sprott and the
Subscription Receipts would be automatically cancelled. 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 in May, 2014.
The Company intends to use the proceeds of the
private placement 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.
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 shareholder approval of the placement of the
Subscription Receipts, 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.