Americas Silver Corporation (TSX: USA) (NYSE American: USAS)
(“Americas Silver” or the “Company”) and Pershing Gold Corporation
(NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) (“Pershing Gold”) are
pleased to announce that their respective shareholders have
provided the requisite approvals in respect of the previously
announced business combination transaction (the “Transaction”)
between the two companies.
Americas Silver shareholders approved a special resolution to
amend the Company’s articles of incorporation to create a new class
of non-voting preferred shares, and an ordinary resolution to
authorize the Transaction and issuance of shares thereunder, as
described in the management information circular dated December 4,
2018. Pershing Gold shareholders voted at their meeting to approve
the Transaction as well as other related resolutions described in
its proxy statement filed with the U.S. Securities and Exchange
Commission (“SEC”) on November 30, 2018.
“The Board of Directors and management teams of both companies
are pleased that our shareholders overwhelmingly supported this
Transaction and would like to thank them for their continuing
support,” said Darren Blasutti, President and Chief Executive
Officer of Americas Silver. “Today marks another important step
forward toward our goal of creating a profitable, low‐cost precious
metal company. Upon closing of the Transaction, we will be focused
on advancing the next phase of the combined company’s growth by
financing and bringing the low-capital, high-return Relief Canyon
Mine into production.”
Completion of the Transaction remains subject to satisfaction or
waiver of certain customary conditions, including the completion of
review and approval by the Committee on Foreign Investment in the
United States (“CFIUS”) (discussed in Americas Silver’s January 2,
2019 press release). All deadlines for declarations and
transactions under review by CFIUS are currently tolled due to the
lapse in appropriations attributable to the partial U.S. government
shutdown.
“We are pleased to announce the support of our shareholders for
this transaction, which provides a clear path to the development of
Relief Canyon into a producing gold mine,” said Steve Alfers,
President and Chief Executive Officer of Pershing Gold. “I would
like to thank the Pershing Gold Board of Directors, management and
every one of our employees who have worked diligently over the past
six years to successfully advance Relief Canyon to its current
development-ready status.”
In anticipation of the closing of the Transaction, Americas
Silver has been in discussions with several parties interested in
providing financing for the development of the Relief Canyon Mine.
The Company has advanced to a short list of potential parties and
intends to announce its plans for financing the mine by the end of
the first quarter of 2019 assuming the successful closing of the
Transaction.
About Americas Silver
Corporation
Americas Silver is a precious metal mining company focused on
growth from its existing asset base and execution of targeted
accretive acquisitions. It owns and operates the Cosalá Operations
in Sinaloa, Mexico and the Galena Complex in Idaho, USA. Americas
Silver holds an option on the San Felipe development project in
Sonora, Mexico. For further information please see SEDAR or
americassilvercorp.com.
About Pershing Gold
Pershing Gold Corporation is an emerging gold producer whose
primary asset is the Relief Canyon open-pit gold mine in Pershing
County, Nevada. Pershing Gold’s landholdings cover over 29,000
acres that include Relief Canyon Mine and surrounding lands in all
directions. Pershing Gold is currently permitted to resume mining
at Relief Canyon under the existing Plan of Operations.
Cautionary Statement on Forward‐Looking Information:
This news release contains “forward-looking information” within
the meaning of applicable securities laws. Forward-looking
information includes, but is not limited to, Americas Silver’s and
Pershing Gold’s expectations, intentions, plans, assumptions and
beliefs with respect to, among other things, Americas Silver’s
financing efforts; the consummation of the Transaction;
construction, production, and development plans at Relief Canyon
Mine; the timing of the closing of the Transaction; the completion
of CFIUS review and its recommendations; and the estimated
construction timeline for Relief Canyon Mine. Often, but not
always, forward-looking information can be identified by
forward-looking words such as “anticipate”, “believe”, “expect”,
“goal”, “plan”, “intend”, “estimate”, “may”, “assume” and “will” or
similar words suggesting future outcomes, or other expectations,
beliefs, plans, objectives, assumptions, intentions, or statements
about future events or performance. Forward-looking information is
based on the opinions and estimates of Americas Silver and Pershing
Gold as of the date such information is provided and is subject to
known and unknown risks, uncertainties, and other factors that may
cause the actual results, level of activity, performance, or
achievements of Americas Silver or Pershing Gold to be materially
different from those expressed or implied by such forward-looking
information. With respect to the Transaction, these risks and
uncertainties include the risk that Americas Silver or Pershing
Gold may be unable to obtain any regulatory approvals required for
the Transaction, including CFIUS approval, or that regulatory
approvals may delay the Transaction or cause the parties to abandon
the Transaction; the risk that other conditions to closing may not
be satisfied; the length of time needed to consummate the proposed
Transaction, which may be longer than anticipated for various
reasons; the risk that the businesses will not be integrated
successfully; the diversion of management time on
Transaction‐related issues; the risk that costs associated with the
integration are higher than anticipated; and litigation risks
related to the Transaction. With respect to the businesses of
Americas Silver and Pershing Gold, these risks and uncertainties
include interpretations or reinterpretations of geologic
information; unfavorable exploration results; inability to obtain
permits required for future exploration, development or production;
general economic conditions and conditions affecting the industries
in which the Company and Pershing Gold operate; the uncertainty of
regulatory requirements and approvals; fluctuating mineral and
commodity prices; the ability to obtain necessary future financing
on acceptable terms or at all; the ability to develop and operate
the Relief Canyon property; and risks associated with the mining
industry such as economic factors (including future commodity
prices, currency fluctuations and energy prices), ground conditions
and other factors limiting mine access, failure of plant,
equipment, processes and transportation services to operate as
anticipated, environmental risks, government regulation, actual
results of current exploration and production activities, possible
variations in ore grade or recovery rates, permitting timelines,
capital expenditures, reclamation activities, labor relations,
social and political developments and other risks of the mining
industry. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. Readers are cautioned not to place undue reliance on such
information. Additional information regarding the factors that may
cause actual results to differ materially from this forward‐looking
information is available in Pershing Gold’s filings with the SEC,
including the Annual Report on Form 10‐K for the year ended
December 31, 2017 and the Proxy Statement of Pershing Gold dated
November 29, 2018, and in Americas Silver’s filings with the
Canadian Securities Administrators on SEDAR and with the SEC,
including the management information circular of Americas Silver
dated December 4, 2018. Neither Americas Silver nor Pershing Gold
undertake any obligation to update publicly or otherwise revise any
forward-looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law. Neither Americas Silver nor Pershing
Gold gives any assurance (1) that Americas Silver and Pershing Gold
will achieve its expectations, or (2) concerning the result or
timing thereof. All subsequent written and oral forward‐looking
information concerning Pershing Gold, Americas Silver, the proposed
Transaction, the combined company or other matters attributable to
Pershing Gold or Americas Silver or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer or sale of
securities shall be made except pursuant to registration under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), and any applicable state securities laws or in
compliance with an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20190109005798/en/
Darren BlasuttiPresident and CEOAmericas Silver
Corporation416‐848‐9503
Steve AlfersPresident and CEOPershing Gold
Corporation720-974-7254
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