Americas Gold and Silver Corporation (TSX: USA) (NYSE American:
USAS) (“Americas” or the “Company”) is pleased to announce that it
has closed the acquisition of the remaining 40% interest in the
Galena Complex (“Galena”) in Idaho, USA (the “Transaction”) from an
affiliate of Eric Sprott ("Sprott").
Pursuant to the Transaction, shareholders of Sprott affiliates
received an aggregate of 169,999,998 common shares of the Company.
In addition, Americas paid US$10 million in cash and will provide
monthly silver deliveries of 18,500 ounces for a period of 36
months starting in January 2026 to affiliate of Sprott.
As part of the Transaction, the Company issued an aggregate of
294,999,998 shares of the Company to various parties, including
pursuant to the exchange of 125,000,000 subscription receipts (the
“Subscription Receipts”) for common shares of the Company, which
were issued on a private placement basis on October 30, 2024 for
gross proceeds of C$50 million, a portion of which was used to fund
the cash purchase price of US$10 million payable pursuant to the
Transaction. Each Subscription Receipt was automatically exchanged
in accordance with their terms, without payment of additional
consideration and without further action on the part of the holders
thereof, for one common share in the capital of the Company. The
common shares issued pursuant to the Transaction are subject to a
four-month hold period under applicable Canadian securities
laws.
“I would like to thank our shareholders for supporting the
acquisition of the remaining 40% interest in the Galena Complex. We
are very excited about the transaction as it consolidates an asset
with a tremendous team and resource base and positions the Company
to benefit in an anticipated strong silver price environment," said
Paul Andre Huet, Americas’ Chairman and Chief Executive Officer.
“With the proceeds of the private placement and the anticipated
restructuring of our existing debt obligations, I am extremely
excited for the shareholders of Americas moving forward.”
"I would like to sincerely thank outgoing Chairman Alex Davidson
and the other retiring Americas board members including Alan
Edwards, Manuel Rivera and Christine Carson for their numerous
contributions to the Company over the years; without their support,
it would have been difficult to get to the closing of this exciting
transaction," stated Darren Blasutti, Americas’ President.
Updated Governance
In connection with the Transaction, the Company’s board of
directors was reconstituted to consist of 50% new directors and 50%
existing directors of Americas. Joining the Americas board of
directors is Paul Huet (Chairman & CEO), Scott Hand (Lead
Director) and Peter Goudie (Director), who will be joined by
existing directors Gordon Pridham (Director), Brad Kipp (Director)
and Lorie Waisberg (Director). The Company’s board of directors now
consists of:
- Paul Huet (Chairman & CEO)
- Scott Hand (Lead Director)
- Peter Goudie
- Gordon Pridham
- Brad Kipp
- Lorie Waisberg
Early Warning Disclosure
Mr. Eric Sprott indirectly acquired beneficial ownership of an
aggregate of 117,441,759 common shares of the Company (the
“Acquired Shares”) at C$0.52 per Acquired Share pursuant to the
Transaction. The Acquired Shares represent approximately C$61.07
million in share consideration. Immediately prior to giving effect
to the Transaction, Mr. Sprott had beneficial ownership of, or
control or direction over, 2,818,090 common shares of the Company,
representing approximately 0.9% of the then issued and outstanding
common shares. After giving effect to the Transaction, Mr. Sprott
beneficially owns, or exercises control or direction over,
120,259,849 common shares of the Company, representing
approximately 20.3% of the issued and outstanding common shares of
the Company.
Mr. Sprott acquired the Acquired Shares for investment purposes
and in partial satisfaction of the purchase price payable by the
Company pursuant to the Transaction. Mr. Sprott has a long-term
view of the investment and may acquire additional securities of the
Company, including on the open market or through private
acquisitions, or sell securities of the Company, including on the
open market or through private dispositions, in the future subject
to resale restrictions, market conditions, reformulation of plans
and/or other relevant factors.
A copy of Mr. Sprott’s early warning report will appear on the
Company’s profile on SEDAR+ and may also be obtained by calling Mr.
Sprott’s office at (416) 945-3294 (7 King Street East, Suite 1106,
Toronto, Ontario, M5C 3C5).
Advisors
Edgehill Advisory Ltd. and TD Securities Inc. acted as financial
advisors to Americas, and Torys LLP acted as legal counsel to
Americas in connection with the Transaction.
Cormark Securities Inc. acted as financial advisor to Sprott,
and Bennett Jones LLP acted as legal counsel to Sprott in
connection with the Transaction.
About Americas Gold and Silver Corporation
Americas Gold and Silver Corporation is a high-growth precious
metals mining company with multiple assets in North America. The
Company owns and operates the Galena Complex in Idaho, USA and the
Cosalá Operations in Sinaloa, Mexico, and is re-evaluating the
Relief Canyon mine in Nevada, USA. The Company also owns the San
Felipe development project in Sonora, Mexico. For further
information, please see SEDAR+ or www.americas-gold.com.
Cautionary Statement on Forward-Looking Information:
This news release contains “forward-looking information” within
the meaning of applicable securities laws. Often, but not always,
forward-looking information can be identified by forward-looking
words such as “anticipate”, “believe”, “expect”, “goal”, “plan”,
“intend”, “potential’, “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
includes, but is not limited to: the silver price environment; the
anticipated restructuring of existing debt obligations; use of
proceeds from the private placement; the Company’s prospects; and
Mr. Sprott’s intentions with respect to his investment in the
securities of the Company. Any guidance or outlook contained in
this press release was prepared based on current mine plan
assumptions with respect to production, development, costs and
capital expenditures, the metal price assumptions disclosed herein
(if any), and assumes no further adverse impacts to the Cosalá
Operations from blockades or work stoppages, and completion of the
shaft repair and shaft rehab work at the Galena Complex on its
expected schedule and budget and the realization of the anticipated
benefits therefrom, and is subject to the risks and uncertainties
outlined below. The ability to maintain cash flow positive
production at the Cosalá Operations, which includes the EC120
Project, through meeting production targets and at the Galena
Complex through implementing the Galena Recapitalization Plan,
including the completion of the Galena shaft repair and shaft rehab
work on its expected schedule and budget, allowing the Company to
generate sufficient operating cash flows while facing market
fluctuations in commodity prices and inflationary pressures, are
significant judgments in the consolidated financial statements with
respect to the Company’s liquidity. Should the Company experience
negative operating cash flows in future periods, the Company may
need to raise additional funds through the issuance of equity or
debt securities. Forward-looking information is based on the
opinions and estimates of Americas 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 to be
materially different from those expressed or implied by such
forward-looking information. With respect to the business of
Americas, these risks and uncertainties include risks relating to:
widespread epidemics or pandemic outbreak; actions that have been
and may be taken by governmental authorities to contain such
epidemic or pandemic or to treat its impact and/or the
availability, effectiveness and use of treatments and vaccines
(including the effectiveness of boosters); 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
operates; the uncertainty of regulatory requirements and approvals;
potential litigation; fluctuating mineral and commodity prices; the
ability to obtain necessary future financing on acceptable terms or
at all; the ability to operate the Company’s projects; risks
associated with the implementation of the Transaction and that the
Company may not realize the anticipated benefits; and risks
associated with the mining industry such as economic factors
(including future commodity prices, currency fluctuations and
energy prices), ground conditions, illegal blockades and other
factors limiting mine access or regular operations without
interruption, 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 and construction
expenditures, reclamation activities, labor relations or
disruptions, social and political developments, risks associated
with generally elevated inflation and inflationary pressures, risks
related to changing global economic conditions, and market
volatility, risks relating to geopolitical instability, political
unrest, war, and other global conflicts may result in adverse
effects on macroeconomic conditions including volatility in
financial markets, adverse changes in trade policies, inflation,
supply chain disruptions 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 Americas’ filings with the Canadian
Securities Administrators on SEDAR+ and with the United States
Securities and Exchange Commission. Americas does not 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. Americas does not give any assurance (1)
that Americas will achieve its expectations, including regarding
realizing the benefits of the Transaction, or (2) concerning the
result or timing thereof. All subsequent written and oral
forward‐looking information concerning Americas are expressly
qualified in their entirety by the cautionary statements above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241219797101/en/
For more information: Stefan Axell VP, Corporate
Development & Communications Americas Gold and Silver
Corporation 416-874-1708
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