FOR IMMEDIATE RELEASE:
Contact: Terry Badger
Director of Communications
210.308.1221
tbadger@usfunds.com
U.S. GLOBAL ANNOUNCES MAILING
DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS
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SAN ANTONIO--November 21, 2006--U.S. Global Investors, Inc. (NASDAQ: GROW)
announced today that it has filed the definitive proxy statement with the
Securities and Exchange Commission for soliciting proxies for voting on
amendments to the Articles of Incorporation of U.S. Global at a special
shareholders meeting to be held at 9:00 A.M. local time on January 10, 2007, at
U.S. Global's corporate headquarters in San Antonio, Texas. Shareholders of
record of U.S. Global's Class A Common Stock and Class C Common Stock as of the
close of business on November 20, 2006 ("Meeting Record Date") will be entitled
to vote at the meeting. The definitive proxy statement is expected to be mailed
to shareholders on or before November 27, 2006.
The previously announced amendments would increase the number of authorized
shares of Class A Common Stock from 7 million to 28 million, Class B Common
Stock from 2.25 million to 4.5 million, and Class C Common Stock from 1.75
million to 3.5 million, otherwise modify the relative dividend and liquidation
preference rights of the different classes of common stock and permit conversion
of Class C Common Stock to Class A Common Stock, and effectuate a 2-for-1 stock
split resulting in the distribution of one additional share of Class A Common
Stock per share of Class A Common Stock and one additional share of Class C
Common Stock per share of Class C Common Stock held by each shareholder of
record on February 7, 2007 ("Record Date") payable on February 16, 2007
("Payment Date"). It should be noted that the record and payment date are
different from those previously announced. The new dates have been selected to
facilitate processing by NASDAQ and third parties assisting U.S. Global with the
stock split.
Additionally, if both proposals contained in the definitive proxy statement are
approved, the Board of Directors of the Company has authorized payment of a
special dividend of $0.50 per share ($0.25 per share post-split) payable on the
Payment Date to shareholders of record on the Record Date. If the amendments to
U.S. Global's Articles of Incorporation are not approved by shareholders, the
special dividend will not be paid, and the Board and management will consider
other options.
U.S. Global's Board of Directors unanimously approved the amendments to the
Articles of Incorporation and recommends that all U.S. Global shareholders vote
"FOR" approval of the amendments to the Articles of Incorporation. U.S. Global
is seeking, and applicable law requires, approval of the amendments to the
Articles of Incorporation by the affirmative vote of holders of
two-thirds of the outstanding shares of U.S. Global's Class A Common Stock and
Class C Common Stock, voting separately by class. Holders of U.S. Global's Class
A Common Stock and Class C Common Stock will have one vote per share.
All of U.S. Global's directors and executive officers have informed the Company
that they intend to vote all of their shares for the approval of the amendments
to the Articles. As of the Meeting Record Date, U.S. Global's directors and
executive officers owned 2.97 percent of the outstanding shares of Class A
Common Stock and 93.01% of the outstanding shares of Class C Common Stock.
The vote of U.S. Global's shareholders is very important regardless of the
number of shares of common stock they own. Whether or not shareholders are able
to attend the Special Meeting in person, they should complete, sign and date the
proxy card and return it in the prepaid and addressed envelope as soon as
possible. Shareholders can also submit a proxy via the Internet as described on
the proxy card accompanying the definitive proxy statement. If shareholders fail
to return their proxy cards, fail to attend the Special Meeting and vote in
person, or fail to register their vote on the Internet, the effect will be that
their shares will not be counted for purposes of determining whether a quorum is
present at the Special Meeting. If a quorum is present, the failure to vote will
have the same legal effect as a vote against approval of the amendments to the
Articles of Incorporation.
The results of the vote on approval of the amendments to the Articles of
Incorporation will be announced at the Special Meeting, to be held on January
10, 2007, subject to any adjournment of such meeting.
Shareholders are urged to read the definitive proxy statement carefully because
it will contain important information about U.S. Global, the proposed amendments
and related matters. Shareholders may obtain free copies of the proxy statement
and other documents filed with the SEC by U.S. Global at the SEC's web site at
http://www.sec.gov. In addition, shareholders may obtain free copies of the
definitive proxy statement by contacting U.S. Global's Investor Relations
Department at (210) 308-1221 or its proxy solicitor, ADP, at (877) 777-3412.
About U.S. Global Investors, Inc. U.S. Global Investors, Inc.
(www.us-global.com) is a registered investment adviser that focuses on
profitable niche markets around the world. Headquartered in San Antonio, Texas,
the company offers financial solutions and provides transfer agency and other
services to U.S. Global Investors Funds and U.S. Global Accolade Funds.
With an average of $4.79 billion in assets under management in the quarter ended
September 30, 2006, U.S. Global Investors manages domestic and offshore funds
offering a variety of investment options, from emerging markets to money
markets. In general, trends in the assets under management are the critical
drivers of revenue and earnings.
This news release includes forward-looking statements concerning the Company.
These may include statements of plans or objectives for future operations,
statements about future economic
performance or assumptions or estimates. The accuracy of these forward-looking
statements is subject to a wide range of business risks and changes in
circumstances that are described in our reports that are filed from time to time
with the Securities and Exchange Commission. Actual results and outcomes often
differ from expectations.