USCorp Announces July 1, 2013 Record Date and Open Letter to Shareholders
June 26 2013 - 8:30AM
Business Wire
USCorp (OTCMarkets: USCS.PK) today announced the record date for
spin offs: July 1, 2013. Shareholders of record on July 1 will
receive one share of Imperial Metals, Inc. (“Imperial”) and one
share of USMetals, Inc. (“USMetals”) for each 10 shares of USCorp
owned at the close of business that day. USCorp is pleased to
release the following open letter to its shareholders and to make
this information available to the general public.
“Dear Shareholders,
We have accomplished quite a bit toward spinning off Imperial
and USMetals and we are not yet done. For many of our shareholders
the often arcane minutia of the process of spinning off these
subsidiaries has been a source of frustration. Shareholders have
asked questions about the more esoteric and newer rules and
regulations that govern this process. In order to clarify the
process and where we are in it I want to present the following
summary of the major accomplishments and tasks we have completed so
far:
Legal, Accounting and Auditing: these are the most
expensive and time consuming 'behind the scenes' aspects of being a
public company. We secured an international accounting firm that
specializes in mining to handle the bookkeeping for USCorp and both
subsidiaries. We secured a PCAOB (Public Company Accounting
Oversight Board) member Auditing firm for USCorp and both
subsidiaries. We split out both subsidiaries’ accounting going back
to 2002 and created standalone audited financial statements for
fiscal years ending 2011 and 2012, along with standalone auditor
reviewed financial statements for the first two quarters of 2013 as
required by the SEC. We secured an additional experienced and
qualified securities attorney to prepare legal filings and
applications with various regulatory agencies.
Corporate Structures: We changed the name of Southwest
Resource Development, Inc. to Imperial Metals, Inc. and increased
the authorized shares of USMetals and Imperial Metals to
200,000,000 shares each.
Regulatory: We filed with the SEC the Form 10
registration statements for Imperial and for USMetals so each
subsidiary will become an independent reporting issuer. We filed a
Notice of Corporate Action with FINRA (the Financial Industry
Regulatory Authority) for the record date of July 1, 2013 for
USCorp to determine who will receive shares of Imperial Metals and
USMetals to USCorp shareholders.
USCorp’s Spin Offs Major Items Yet To Be Completed – As
soon as Imperial and USMetals are standalone corporations, these
tasks will no longer be USCorp’s responsibility, but that of
Imperial and USMetals independently.
Announce the Distribution Date: The distribution date is
expected to be set after Imperial’s and USMetals’ Form 10
Registration Statements become effective ('effective' means the
registration process is complete, the subsidiaries will be
standalone corporations and they will begin filing quarterly and
annual reports with the SEC) and then the transfer agent will
distribute the shares of Imperial and USMetals to USCorp’s
shareholders of record as of July 1, 2013.
Plans Going Forward: For the initial transition period
USCorp, Imperial Metals and USMetals will have the same management
just as they do now. It is the intent of management to pursue and
consummate joint-ventures and other deals for financing and assets
in all three corporations. USCorp expects that management of each
corporation will change as a result.
Sincerely, Robert Dultz, USCorp Chairman, President and CEO”
USCorp is an exploration stage company with gold and silver
projects in Arizona and California. Information about USCorp can be
found at the company’s website: http://uscorpgold.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: The statements contained in this release which
are not historical facts are forward-looking statements that are
subject to risks and uncertainties that could cause actual results
to differ materially from those set forth in or implied by
forward-looking statements. These risks and uncertainties include
the Company’s entry into new commercial businesses, the risk of
obtaining financing, recruiting and retaining qualified personnel,
and other risks described in the Company’s Securities and Exchange
Commission filings. The forward-looking statements in this press
release speak only as of the date hereof, and the Company disclaims
any obligation to provide updates, revisions or amendments to any
forward-looking statement to reflect changes in the Company’s
expectations or future results.
USCorpRobert Dultz, Chairman and
CEOrobert@uscorpgold.comorMartin E. Janis & Company,
Inc.Beverly Jedynak, 312-943-1123bjedynak@janispr.com
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