U.S. Silver and RX Gold & Silver announce closing of combination transaction
August 10 2012 - 10:36PM
PR Newswire (Canada)
CONFERENCE CALL AT 4:00 PM ET TODAY TORONTO, Aug. 13, 2012 /CNW/ -
U.S. Silver Corporation ("U.S. Silver") and RX Gold & Silver
Inc. ("RX Gold") are pleased to announce that the combination of
U.S. Silver and RX Gold to create U.S. Silver & Gold Inc. (the
"Combined Company") closed today. Each outstanding common
share of U.S. Silver has been exchanged for 0.67 of a common share
of the Combined Company and each outstanding common share of RX
Gold has been exchanged for 0.109 of a common share of the Combined
Company. Darren Blasutti, President & Chief Executive Officer
of the Combined Company stated, "We are delighted to have reached
this important first milestone in creating a growing precious
metals company. With two producing properties, numerous
opportunities for growth and an experienced team that can deliver
in this sector, I am excited and confident in the future of our new
company." It is anticipated that the common shares of the Combined
Company will commence trading on the TSX under the stock symbol
"USA" on or after Wednesday, August 15, 2012. Until such time, only
the right to receive the share consideration under the transaction
at the applicable exchange ratio can be traded. Once the
substitutional listing of the Combined Company is effective, the
U.S. Silver shares will be delisted from the TSX and the RX Gold
shares will be delisted from the TSX-V. The warrants of U.S.
Silver will continue to be securities of U.S. Silver but will be
exercisable for shares of the Combined Company based on the
applicable exchange ratio. The warrants of U.S. Silver will
continue to be listed on the TSX but will be posted for trading
under the stock symbol "USL.WT". For shareholders who held their
U.S. Silver or RX Gold shares through a broker, the delivery of the
share consideration under the transaction at the applicable
exchange ratio will be processed through their broker. For
shareholders who held their U.S. Silver or RX Gold shares in
registered form, the share consideration will be processed after
they deposit their share certificates with Equity Financial Trust
Company, the depositary for the transaction, in accordance with the
instructions in the applicable Letter of Transmittal previously
sent. Any questions regarding delivery of the share consideration,
including any request for another form of Letter of Transmittal,
should be directed to your broker, if applicable, or the depositary
via telephone at 1 (866) 393-4891 (toll free in North America) or
(416) 361-0152 or via email at
corporateactions@equityfinancialtrust.com. The Combined Company
intends to apply to the relevant securities regulatory authorities
so that RX Gold can cease to be a reporting issuer in the
applicable jurisdictions, and U.S. Silver can obtain an appropriate
exemption that allows it to rely on the disclosure record of the
Combined Company. Conference Call U.S. Silver & Gold's senior
management team will host a conference call today at 4:00 pm ET to
discuss the future direction of the Combined Company including
operating and strategic objectives. All interested parties are
invited to participate by dialing 647-427-7450 or 1-888-231-8191.
Please dial in 15 minutes prior to the call to secure a line. You
will be put on hold until the conference call begins. A question
and answer session will follow the conference call, at which time
the operator will provide instructions for submitting questions. A
taped replay of the conference call will be available until August
27, 2012 by calling 416-849-0833 or 1-855-859-2056, reference
number 16744817. A live audio webcast of the conference call will
be available at www.us-silver.com and www.newswire.ca. Please
connect at least 15 minutes prior to the conference call to ensure
adequate time for any software download that may be required to
join the webcast. An archived replay of the webcast will be
available for 90 days. About U.S. Silver Corporation U.S. Silver,
through its wholly-owned subsidiaries, owns and/or operates the
Galena, Coeur, Caladay and Dayrock silver‐lead‐copper mines in
Shoshone County, Idaho, with the Galena mine being the second most
prolific silver mine in U.S. history. Total silver production from
U.S. Silver's mining complex has exceeded 217 million ounces of
silver production since 1953. U.S. Silver controls a land package
now totaling approximately 14,000 acres in the heart of the Coeur
d'Alene Mining District. U.S. Silver is focused on expanding the
production from existing operations as well as exploring and
developing its extensive Silver Valley holdings in the Coeur
d'Alene Mining District. About RX Gold & Silver Inc. RX Gold is
a gold and silver mining company focused on growth in North
America. Currently RX Gold is concentrating on continuing mining
under its current permits and expanding development at its
100%-owned Drumlummon Mine. The Drumlummon Mine is a bonanza style
low sulphidation epithermal gold and silver deposit with historic
production of approximately one million ounces of gold equivalent.
The mine has never been fully exploited or explored and material
that was once considered waste is now potentially economic. In
addition, RX Gold has discovered a series of entirely new
high‐grade gold and silver veins that remain open for expansion in
three directions. 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, assumptions and uncertainties that are difficult
to predict and the risk that trading in the shares of the Combined
Company will not commence on the anticipated date. Actual results
might differ materially from results suggested in any
forward‐looking statements. U.S. Silver & Gold and the Combined
Company assume 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 U.S.
Silver & Gold or the Combined Company. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
RX Gold & Silver Inc. CONTACT: U.S. Silver & Gold Inc.
Darren BlasuttiPresident & Chief Executive Officer(416)
848-9503E-mail: inbox@rxgold.com
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