Message #155 From:
JWAGE Date: March 19, 2009 02:30:32 PM
USPR Press Release
Press Release
Source: U.S. Precious
Metals, Inc.
U.S. Precious Metals, Inc. Adopts Stockholder Rights Plan Thursday March 19, 1:02 pm ET
SANFORD, FL--(MARKET WIRE)--Mar 19, 2009 -- U.S. Precious
Metals, Inc. (OTC BB:USPR.OB
- News) ("USPR")
announced today that its Board of Directors has adopted a stockholder rights
plan under which its stockholders will receive a dividend in the form of
preferred stock purchase rights. The distribution of the rights has no dilutive
effect, does not affect earnings per share, is not taxable to USPR or its
stockholders and does not change the way in which USPR's shares are traded.
"The Board believes the stockholder rights plan is a sound and
reasonable method for safeguarding stockholders' interests," said M. Jack
Kugler, Chief Executive Officer of USPR. "The stockholder rights plan was
not adopted in response to any known offers to acquire USPR and it is not
intended to prevent an acquisition of the Company on terms that are favorable,
fair and in the best interests of all USPR stockholders, but rather to
encourage any person or group seeking to acquire USPR to negotiate with the Board
and to give the Board sufficient time to study and respond to any unsolicited
acquisition attempts."
The stockholder rights plan is similar to rights plans adopted by many other
companies except that the plan is for a one year period, which is a shorter
time period than other rights plans adopted by other companies. "The
stockholder rights plan is designed to ensure that USPR's stockholders receive
equal treatment in the event of any proposed takeover, and to guard against
partial tender offers, squeeze-outs, and other abusive tactics to gain control
of USPR that could impair the Board's ability to represent stockholders'
interests fully," added Mr. Kugler.
Under a Rights Agreement entered into on March 17, 2009 in connection with
the adoption of the rights plan, the rights will be distributed at the rate of
one right for each share of common stock owned by stockholders of record as of
the close of business on April 10, 2009. Each right will allow the holder to
purchase one one-thousandth of a share of Series A Preferred Stock at an
initial purchase price of $10.00, upon the occurrence of certain triggering
events described below. The purchase price and the number of shares of
preferred stock are subject to adjustment. The rights will expire at the close
of business on March 17, 2010 unless earlier redeemed or exchanged. The holder
of a right will have no additional rights as a stockholder of USPR, including
the right to vote or to receive dividends, unless that right is exercised.
The rights are not immediately exercisable. Subject to the terms and
conditions of the Rights Agreement, they will become exercisable ten business
days after a person or group acquires, or commences a tender or exchange offer
which would lead to the acquisition of beneficial ownership of, 15% or more of
the outstanding common stock, subject to prior redemption or exchange. Once a
group or person acquires beneficial ownership of 15% or more of the outstanding
common stock, subject to the terms and conditions of the Rights Agreement, each
right not owned by that person or group or certain related parties will entitle
its holder to purchase, at the right's then-current purchase price, units of
Series A Preferred Stock, or at the option of USPR, shares of common stock or
cash, property or other securities of USPR having a market value of two times
the purchase price.
Stockholders are not required to take any action to receive the rights
distribution. Until the rights become exercisable, outstanding stock
certificates will represent both shares of common stock and the rights, and the
rights will trade only with the shares.
The foregoing description of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Rights Agreement, which is contained in the Registration Statement on Form 8-A
that was filed with the Securities and Exchange Commission on March 19, 2009.
About U.S. Precious Metals, Inc.:
USPR is a mineral exploration company headquartered in Sanford,
Florida and operating in Mexico through its Mexican subsidiary, U.S.
Precious Metals de Mexico, S.A. de C.V. USPR owns significant exploration
rights to approximately 37,000 acres of land in Michoacan, Mexico.
USPR's common stock is quoted on the OTC Bulletin Board under the symbol
"USPR."
Statements contained herein that are not based upon current or historical
fact are forward-looking statements. Such forward-looking statements relate to
future events and future operating results, performance, prospects and
opportunities. The use of terms such as "anticipate,"
"believe," "estimate," "plan," "intend"
and "expect" and similar expressions, as they relate to USPR, or its
management, identify forward-looking statements. These forward-looking
statements are based on information currently available to USPR and USPR's
current plans, intentions and expectations. Forward-looking statements are
subject to a number of risks, uncertainties and other factors that could cause
USPR's actual results, performance, prospects and opportunities to differ
materially from those expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, such factors, including risk factors, discussed in
USPR's Annual Report on Form 10-K/A for the fiscal year ended May 31, 3008,
filed with the U.S. Securities and Exchange Commission on February 23, 2009.
Except as required by the Federal securities law, USPR does not undertake any
obligation to revise or update any forward-looking statements contained herein
after the date hereof.
