Schedule 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


Filed by Registrant

ü

 

 

 

 

 

 

Filed by Party other than Registrant

 

 

 

 

 

 

 

Check the appropriate box:

 

 

 

 

 

 

 Preliminary Proxy Statement

 

 

 Confidential, for Use of the Commission

 

 

 

 Only (as permitted by Rule 14a-6(e)(2))

 

 

 

 

 

 Definitive Proxy Statement

 

 

 Definitive Additional Materials

 

 

 

ü

 Soliciting Materials Pursuant to §240.14a-12

 

 


PARAMOUNT GOLD AND SILVER CORP.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

 

 

ü

No fee required.

 

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

(2)

Aggregate number of securities to which transaction applies:

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

(5)

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing

 

for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount previously paid:

 

(2)

Form, Schedule or Registration Statement No.:

 

(3)

Filing Party:

 

(4)

Date Filed:









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Paramount Gold and Silver Corp. Confirms Date of Stockholder Meeting



Ottawa, Ontario – September 18, 2009 –Paramount Gold and Silver Corp. (NYSE/TSX:PZG) (Frankfurt: WKN: A0HGKQ) (“Paramount”) is confirming that it has set the date for its an annual and special meeting (the “Meeting”) of its stockholders for October 28, 2009 for its stockholders of record as of the close of business on September 21, 2009 subject to applicable regulatory approvals.  The agenda for the Meeting will include, among other things, routine corporate items as well as a resolution for Paramount’s stockholders to consider related to the issuance of securities to the security holders of Klondex Mines Ltd. (TSX: KDX) pursuant to the news release dated July 20, 2009 (the “Transaction”).  The Meeting is currently scheduled to take place on such date at 11 AM (Eastern Time) in the Wentworth Room of the Sheraton Hotel in Toronto, Ontario, Canada.

Klondex Mines Limited has also set its record date for September 21, 2009 with a special meeting of security holders to be held on October 28, 2009 at Suite 1500-1055 West Georgia Street, Vancouver, BC.

Paramount Gold and Silver Corp.

Christopher Crupi, CEO

866-481-2233 / 613-226-9881

Additional Information About the Transaction and Where to Find It

In connection with the Transaction, Paramount expects to file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement which will be sent to the stockholders of Paramount seeking their approval of the issuance of securities related to the Transaction. In addition, Paramount may file other relevant documents concerning the Transaction with the SEC. Security holders are urged to read the proxy statement and other relevant documents when they become available because they will contain important information about the Transaction.

Security holders of Paramount may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Security holders of Paramount may also obtain free copies of these documents by directing a request by telephone or mail to Paramount Gold and Silver Corp., 346 Waverley Street, Suite 100, Ottawa, Ontario Canada K2P OW5 (telephone: (613) 226-9881) or by accessing these documents at Paramount's website: www.paramountgold.com under "Investors". The information on Paramount's website is not, and shall not be deemed to be, a part of this release or incorporated into other filings made with the SEC.

Paramount and its directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the stockholders of Paramount in connection with the Transaction. Information about the directors and executive officers of Paramount is set forth in the proxy statement for its 2009 annual meeting of stockholders filed with the SEC on January 8, 2009. Information regarding the interests of these participants and other persons who may be deemed participants in the Transaction may be obtained by reading the proxy statement regarding the Transaction when it becomes available.








SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this press release regarding the Transaction, the expected timetable for the Meeting and completing the Transaction and any other statements about Paramount or Klondex managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: the ability of the parties to consummate the Transaction and satisfy the conditions thereunder; the ability to obtain, and the timing of, the necessary exchange, regulatory and shareholder or stockholder approvals for the Transaction; the impact of any actions taken by Silvercorp. or any other party to complicate, delay or prevent the Transaction; the ability to realize the anticipated synergies and benefits from the Transaction and the combined company; and the other factors described in Paramount’s Annual Report and Annual Information Form on Form 10-K for the year ended June 30, 2008 and its most recent quarterly reports filed with the SEC available on www.sec.gov and applicable Canadian securities regulators available on www.sedar.com.  Except as required by applicable law, Paramount disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.