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U.S. Silver & Gold Adopts Shareholder Rights Plan

TORONTO, Dec. 11, 2012 /PRNewswire/ - U.S. Silver & Gold Inc. (TSX: USA) (OTCQX: USGIF) ("U.S. Silver & Gold" or the "Company") announced today that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan").

The Rights Plan is intended to ensure that, to the extent possible, the Company's Board and shareholders have adequate time to consider and evaluate any unsolicited take-over bid, and to identify, solicit, develop and negotiate any value-enhancing alternatives that would be considered appropriate. This will encourage fair treatment of the Company's shareholders in connection with any unsolicited take-over bid.

The Board has authorized the issuance of one right in respect of each common share of the Company outstanding at 5:00 p.m. (Toronto time) on December 11, 2012 and each share issued thereafter.

  • The rights will become exercisable if a person, together with their affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan).
  • Following the acquisition of 20% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.
  • The Rights Plan permits the acquisition of control of the Company through a "permitted bid", a "competing permitted bid" or a negotiated transaction.
    • A "permitted bid" is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders.
  • The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan.

The Rights Plan is effective immediately and will be submitted to the shareholders for ratification at the annual general meeting in May 2013.  If it is not ratified within six months, the Rights Plan and any rights issued pursuant to it will terminate.  If it is ratified, the Rights Plan will continue in effect until the third annual meeting of shareholders thereafter.  A copy of the plan will be available on SEDAR at www.sedar.com.

About U.S. Silver & Gold Inc.

U.S. Silver & Gold Inc. is a newly formed silver and gold mining company focused on growth from its existing asset base and the execution of targeted accretive acquisitions. U.S. Silver & Gold owns and operates the Galena Mine Complex in the heart of the Silver Valley/Coeur d'Alene Mining District, Shoshone County, Idaho and the Drumlummon Mine Complex in Lewis and Clark County, Montana. Within the Galena Mine Complex, the Galena mine produces high‐grade silver and is the second most prolific silver mine in U.S. history, delivering over 200 million ounces to date, the Coeur mine is under late redevelopment and the Lead-Silver Zone is being evaluated for bulk mining development. The Drumlummon mine currently produces high‐grade gold and silver with historical production of 1 million ounces of gold and 12 million ounces of silver and has never been fully exploited or explored. Visit www.us-silver.com.

CAUTIONARY NOTE REGARDING 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 and uncertainties that are difficult to predict.  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 regulator available at www.sedar.com.

SOURCE U.S. Silver & Gold Inc.

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