Americas Silver and Pershing Gold Announce Completion of CFIUS Review and Expected Closing of Transaction
02 Abril 2019 - 8:00AM
Business Wire
Americas Silver Corporation (TSX: USA) (NYSE American: USAS)
(“Americas Silver”) and Pershing Gold Corporation (NASDAQ: PGLC)
(TSX: PGLC) (FWB: 7PG1) (“Pershing”) are pleased to announce that
the Committee on Foreign Investment in the United States (CFIUS)
has completed its review of the companies' previously announced
business combination transaction (the “Transaction”) and that CFIUS
has determined that there are no unresolved national security
concerns with respect to the Transaction. Americas Silver and
Pershing Gold expect to complete their business combination
transaction on or about April 3, 2019, subject to customary
closing matters.
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About Americas
SilverAmericas Silver is a silver mining company focused
on growth in precious metals from its existing asset base and
execution of targeted accretive acquisitions. It owns and operates
the Cosalá Operations in Sinaloa, Mexico and the Galena Mine
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
CorporationPershing Gold Corporation is an emerging gold
producer whose primary asset is the Relief Canyon open‐ pit gold
mine in Pershing County, Nevada. Under the Feasibility Study
completed in May 2018, Relief Canyon is expected to have an average
life‐of‐mine gold production of 91,000 ounces per year with cash
costs of US$769 per ounce and AISC of $801 per ounce. Upon
successful project financing, Relief Canyon is expected to have a
short six‐to‐nine month construction period before commencing
production.
Pershing’s landholdings cover over 29,000 acres that include
Relief Canyon Mine and surrounding lands in all directions. This
provides Pershing with the opportunity to expand the Relief Canyon
Mine deposit and to explore and make new discoveries nearby.
Pershing is currently permitted to resume mining at Relief Canyon
under the existing Plan of Operations.
Cautionary Statement on Forward‐Looking InformationThis
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; 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 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 SolicitationThis 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 or a
solicitation of any vote or approval with respect to the proposed
transaction between Americas Silver and Pershing or otherwise, 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 of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
United States Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20190402005430/en/
For more information:Darren BlasuttiPresident and
CEO416‐848‐9503
Americas Gold and Silver (TSX:USA)
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