AMERICAS SILVER AND PERSHING GOLD ANNOUNCE RESPECTIVE SHAREHOLDER APPROVALS FOR BUSINESS COMBINATION TORONTO, ONTARIO - January 9, 2019 -
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.
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