To: loantech who wrote (39126 ) 4/30/2007 7:58:06 PM From: Rocket Red Read Replies (2) | Respond to of 78412 USA pump up to convert warrants??????? U.S. Silver shareholders approve early warrant exercise 2007-04-04 15:19 ET - News Release Shares issued 141,895,157 USA Close 2007-04-03 C$ 0.74 Mr. Bruce Reid reports U.S. SILVER CORPORATION ANNOUNCES SHAREHOLDER APPROVAL OF EARLY EXERCISE WARRANT INCENTIVE PROGRAM-EARLY EXERCISE PERIOD TO COMMENCE ON APRIL 12, 2007 U.S. Silver Corp. has, as of today, received the written consent of a majority of disinterested shareholders of the corporation (all shareholders other than shareholders who hold warrants eligible for the warrant incentive program) to proceed with the early exercise warrant incentive program. As such, a program is described in more detail in Stockwatch on March 27, 2007, and as further described herein. The 30-day period for the early exercise of the corporation's warrants will commence on Thursday, April 12, 2007, and will expire at 5 p.m. (Toronto time) on Friday, May 11, 2007. Warrantholders are encouraged to exercise their warrants in accordance with the procedures set forth below as soon as possible and, in any event, on or before the early exercise expiry time in order to acquire an additional 0.10 of a common share of the corporation in addition to the one full common share issuable upon exercise of each warrant. Illustrative early exercise of 1,000 warrants Warrants exercised: 1,000 Paid on exercise: 35.5 U.S. cents per warrant (1) Fraction of additional common share for each warrant exercised during the early exercise period: 0.10 Total common shares received: 1,100 (1) This equals 40 Canadian cents for certain outstanding warrants that have been exchanged for warrants of the corporation. If all warrants are exercised during the early exercise period, U.S. Silver expects it will: receive gross proceeds of approximately $14.4-million (U.S.) on or before the early exercise expiry time; issue approximately 40,671,611 common shares pursuant to the exercise by the holders of the warrants in accordance with the original terms of the warrants; and issue 4,067,161 additional common shares to encourage the early exercise of the warrants by the holders thereof, representing approximately 2.2 per cent of all U.S. Silver common shares outstanding (including the 40,671,611 common shares issued pursuant to the exercise of the warrants), with such additional common shares will be subject to a four-month hold period from the date of issuance. U.S. Silver believes that the early exercise warrant incentive program is an effective means for the corporation to raise capital with minimal dilution to its shareholders. Furthermore, U.S. Silver believes that the early exercise warrant incentive program carries a lower transaction risk and a lower cost of capital compared with other means of raising capital available to the corporation, and simplifies the corporation's capital structure as it currently exists. To the extent that holders of the warrants take advantage of the opportunity to exercise their warrants early, this will provide U.S. Silver with additional working capital, and the capital to accelerate the exploration and development of its Galena underground silver mine and adjoining properties. Development activities will include accessing the silver-lead zone between the 2400 and 3700 levels of the Galena mine, as well as developing the new high-grade silver-copper zones discovered on the 3400 level. The corporation will also focus on the repair of the Galena shaft, as well as repairs to the Coeur mill. The Coeur mill is scheduled to start processing lead-silver material in August, 2007. If a warrantholder does not exercise his or her warrants prior to the early exercise expiry time, the warrants will continue to be exercisable for common shares on the same terms as currently existing. Other than warrants to acquire 775,000 common shares, which expire on May 11, 2008, all other warrants were issued as part of a unit in a private placement of units that closed in June, 2006, and such warrants expire on Dec. 28, 2008. Warrants held by insiders of the corporation and warrants previously issued to agents as compensation or held by employees of such agents are not be eligible for the early exercise warrant incentive program. The early exercise warrant incentive program is subject to the receipt of all final regulatory approvals and consents, including, but not limited to, those of TSX Venture Exchange. Research Capital Corp. is acting as financial adviser to the corporation with respect to this transaction. Eligible warrantholders will be sent a package describing the process for the exercise of warrants during the early exercise period. Should warrantholders wish to start the exercise process before receiving such package or should warrantholders have any questions on the process, please contact the corporation. We seek Safe Harbor.