Mr. Darren Blasutti of U.S. Silver reports
U.S. SILVER AND RX GOLD & SILVER ANNOUNCE CLOSING OF COMBINATION TRANSACTION
U.S. Silver Corp. and RX Gold & Silver Inc. have closed the combination of U.S. Silver and RX
Gold to create U.S. Silver & Gold Inc. 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 and 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 Toronto Stock Exchange under the stock symbol USA on or after
Wednesday, Aug. 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 Venture Exchange.
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
Co., 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 by telephone
at 1-866-393-4891 (toll-free in North America) or 416-361-0152, or
by e-mail 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 p.m. ET to discuss the future direction of the combined
company, including operating and strategic objectives. All interested
parties are invited to participate by dialling 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 Aug. 27,
2012, by calling 416-849-0833 or 1-855-859-2056, reference No. 16744817.
A live audio webcast of the conference call will be available at U.S. Silver's website. 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.
We seek Safe Harbor.
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