U.S. Silver Corporation
TSX VENTURE : USA

U.S. Silver Corporation

July 09, 2009 11:45 ET

U.S. Silver Corporation Provides Update With Respect to Public Offering and Files Revised Q1 Unaudited Interim Consolidated Financial Statements and MD&A

TORONTO, ONTARIO--(Marketwire - July 9, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

U.S. Silver Corporation (TSX VENTURE:USA) ("U.S. Silver" or the "Company") is providing an update with respect to the public offering announced on June 23, 2009. The Company has made application to the TSX Venture Exchange for the approval of a $4 million public offering (the "Offering") consisting of 30,770,000 units (the "Units"). The Units will be offered at a price of $0.13 per Unit, with each Unit being comprised of one common share and one-half of a warrant (a "Warrant"). Each whole Warrant would have a term of five years and entitle the holder to purchase one common share at a price of $0.155 per share.

The offer and sale of the Units is subject to the filing of a final prospectus with the securities commissions in Ontario, Alberta and British Columbia. A syndicate led by Cormark Securities Inc., and including Research Capital Corporation and MGI Securities Inc., is acting as Underwriters of the Offering. Subject to obtaining all required approvals, entering into an underwriting agreement with the syndicate of Underwriters and subject to satisfaction of all terms and conditions of the underwriting agreement, the Company anticipates that the Offering would close on or about July 16, 2009, or such other date as the Underwriters may determine.

The Company will grant to the Underwriters an option, exercisable in whole or in part at the discretion of the Underwriters, for a period of 30 days from the closing date of the Offering, to purchase up to 4,615,500 Units (or alternatively 2,307,750 Warrants or a combination of Units and Warrants not exceeding 4,615,500 Common Shares and 2,307,750 Warrants), to cover over-allotments, if any, and for market stabilization purposes.

As consideration for their participation in the Offering, the Underwriters will receive a cash commission equal to 5% of the total proceeds raised. In addition, the Company will issue warrants to the Underwriters (the "Underwriters' Warrants") exercisable to acquire that number of Units as is equal to 5% of the aggregate number of Units issued pursuant to the Offering. Each Underwriters' Warrant shall entitle the holder thereof to acquire one Unit for $0.16 for a period of 24 months following the closing of the Offering.

Further details of the Offering are set out in the preliminary prospectus of the Company dated June 23, 2009 available on SEDAR.com or from one of the members of the underwriting syndicate.

The Units will be offered by way of a short form prospectus in Ontario, Alberta and British Columbia and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange for the listing of the Common Shares and the Warrants, and of the securities commissions in Ontario, Alberta and British Columbia in connection with the Offering.

The Company also announces that is has today filed on SEDAR revised unaudited interim consolidated financial statements for the three months ended March 31, 2009 and related management's discussion and analysis for such unaudited interim consolidated financial statements (collectively, the " Q1 CFS"). The Q1 CFS is available at www.sedar.com under the Company's profile.

The Q1 CFS reflects a change in the unaudited interim consolidated statements of cash flows (the " Q1 CSCF") resulting from a recent review conducted by the Deloitte & Touche LLP of the CFS related to the preparation for filing of a final prospectus of the Company.

The Q1 CSCF has been revised to provide greater clarity as to the distinction between pension and retirement costs that were expensed in the period compared to the actual cash contributions to such pension and retirement plans in the same period. Specifically, Retirement Benefit Contributions is reduced by USD$342,026 while the same amount is added to Cash Flow From Operating Activities as a retirement benefit expense, a non-cash expense. The change has nil net effect on cash flow in the Q1 CFS.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

ABOUT U.S. SILVER CORPORATION

U.S. Silver, through its wholly-owned subsidiaries, owns and operates the Galena, and owns the Coeur, Caladay and Dayrock, silver-lead-copper mines in Shoshone County, Idaho, with the Galena mine being the second most prolific silver mine in US history. Total silver production from U.S. Silver's mining complex has exceeded 216 million ounces of silver production since 1953. U.S. Silver controls a land package now totaling approximately 18,000 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.

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, including the risk that the net proceeds may not be sufficient for the purposes stated in the prospectus and the risk that regulatory approvals may not be obtained within the timeframe contemplated. 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 regulators, which filings are available at www.sedar.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • U.S. Silver Corporation
    Tom Parker
    President and CEO
    (208) 752-0400