USCorp Shareholder & Board Vote Approves Unwinding Asset Funding Agreement between USCorp’s Subsidiary USMetals, Inc. & Ari...

USCorp (OTCMarkets: USCS.PK) today announced that the Boards of Directors of both Arizona Gold Corp and USMetals, Inc. have approved unwinding the agreement between them regarding exploration and development at the Twin Peaks Project in Yavapai County, Arizona. Approval by the Board of Directors of USCorp and by the Shareholders of USCorp was obtained at a Shareholder meeting and Board Meeting we held on May 30, 2012. Shareholders present, representing in excess of 78% of the shares of USCorp, voted unanimously in favor of the unwinding as did the Board. Approval by the Board and Shareholders of Arizona Gold Corp was obtained earlier.

Specific details of the unwinding have been worked out since then. The consummation of the agreement was September 10, 2012.

A brief outline of the key elements of the unwinding are:

• AGC Corp, a private Arizona corporation in whose name the Twin Peaks Project claims are held, becomes a wholly owned (100%) subsidiary of USMetals, Inc., which is a wholly owned (100%) subsidiary of USCorp.
• All of the Twin Peaks Project Claims are 100% under USMetals’ control and therefore under USCorp’s control.
• All remaining assets of AGC Corp have been transferred to USMetals, in exchange for shares of USCorp.
• Arizona Gold Corp, AGC Corp’s parent, will be dissolved in the near future.

Robert Dultz, USCorp’s and USMetals’ Chairman, President and CEO, said, “We are pleased with the unwinding of the agreement with AGC and the return of the Twin Peaks Project claims to our 100% control.”

The results of the 2011-2012 drilling program conducted by AGC have been received in the form of a report and assay results. USMetals is in the process of reviewing this report, and we plan to publish an analysis and summary of it in the near future.

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.