Americas Silver Corporation (TSX:USA) (NYSE American:USAS)
(“Americas Silver” or the “Company”) is pleased to provide an
update on developments for the pending merger transaction (the
“Transaction”) with Pershing Gold Corporation (“Pershing Gold”)
announced September 30, 2018, including details of the special
meeting of shareholders (the “Special Meeting”), and to provide an
update regarding its option agreement on the San Felipe
property.
Pershing Gold Transaction
Update
ISS and Glass Lewis Recommendations
Institutional Shareholder Services, Inc. (“ISS”) and Glass,
Lewis & Co., LLC (“Glass Lewis”), two leading independent proxy
advisory firms1, have recommended that shareholders vote in favour
of the Transaction at the upcoming special meeting with respect to
the resolutions outlined in the Management Information Circular
(the “Circular”).
Both ISS and Glass Lewis RECOMMEND that shareholders of the
Company VOTE IN FAVOUR of the resolutions outlined in the
Circular.
“Both ISS and Glass Lewis support the Transaction,” said Darren
Blasutti, President and Chief Executive Officer of Americas Silver.
“These independent recommendations further support our belief that
the Transaction is in the best interests of our collective
shareholders.”
Mailing of Special Meeting Materials and Voting
Instructions
The meeting materials in connection with the Special Meeting,
including the Circular, were mailed to Company shareholders and
filed on SEDAR and EDGAR on December 12, 2018. The Special Meeting
will be held on January 9, 2019. The record date for shareholders
entitled to vote at the Special Meeting is November 30, 2018.
The Company’s Board of Directors RECOMMENDS that shareholders
of the Company VOTE IN FAVOUR of the resolutions outlined in the
Circular.
Americas Silver shareholders are encouraged to vote, which must
be received by Computershare by 10:00 a.m. (EST) on January 7,
2019. Your vote is very important. Shareholders should vote
using the applicable form of proxy or voting instruction form
today. Company shareholders who have questions about the
Transaction or need assistance voting may contact Shorecrest Group,
Ltd., the solicitation agent for the Transaction at:
Shorecrest Group, Ltd.North America Toll-Free:
1-888-637-5789Collect Calls Outside North America:
1-647-931-7454E-mail: contact@shorecrestgroup.com
Possible CFIUS Approval Delay
As a condition of the Merger Agreement between Americas Silver
and Pershing Gold, the Transaction must obtain necessary approval
from the Committee on Foreign Investment in the United States
(“CFIUS”). Americas Silver and Pershing Gold jointly filed the
required notice with CFIUS on November 21, 2018 with the applicable
45-day review period commencing on November 29, 2018.
On December 22, 2018, the Company received notification from
CFIUS that all deadlines for declarations and transactions under
review or investigation are tolled due to the lapse in
appropriations attributable to the partial U.S. government
shutdown. As a result, the closing of the Transaction, previously
estimated to be on or about January 14, 2019, may be extended until
appropriations are restored and a subsequent approval is obtained
from CFIUS or the parties waive this condition. The Company
continues to monitor the status of the shutdown and its impact on
the closing of the Transaction and will provide updates as
necessary.
San Felipe Property
Update
The Company has agreed to terms with Minera Hochschild Mexico
S.A. de C.V. (“Hochschild”) to extend the timing of payments under
its option agreement on the San Felipe silver‐zinc‐lead project
(the “San Felipe Property”). The San Felipe Property is located 130
km northeast of Hermosillo City, Sonora State in Mexico. As
announced in a release dated March 2, 2017, the Company purchased
an option granting it the right to acquire a 100% interest in the
San Felipe Property (the “Option”). Further to the agreed terms,
the remaining cash payment of US$6.0 million (plus applicable VAT)
is to become due and payable in eight quarterly amounts of
US$750,000 over a two-year period. The quarterly payments are
expected to begin at or following the end of Q1-2019, subject to
satisfaction of certain conditions.
As consideration for the deferral of the cash payment described
above, subject to required approvals including the approval of the
Toronto Stock Exchange (the “TSX”), the Company has agreed to issue
that number of its common shares with a value that is equal to
US$600,000 using the 5-day volume-weighted average price on the TSX
as of the date of the parties’ agreement (and for which the Company
has obtained price protection from the TSX pursuant to its rules),
subject to adjustment in certain circumstances.
About Americas Silver
Corporation
Americas 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 Complex in Idaho, USA.
The Company holds an option on the San Felipe development project
in Sonora, Mexico.
For further information please see SEDAR or
americassilvercorp.com.
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’s expectations intentions, plans, assumptions and beliefs
with respect to, among other things, the realization of
exploration, operational, production, and development plans, the
Cosalá Operations (including Zone 120) and Galena Complex; Americas
Silver’s financing efforts; the completion of the Option for the
San Felipe Property, the consummation of the Transaction with
Pershing in accordance with its terms; the anticipated silver and
gold production of the combined company; potential improvements in
production, cash flow, shareholder liquidity, and access to
capital; perceptions of institutional shareholders and analysts;
any potential re‐rating; references to anticipated profits, risk,
realized value and return; construction, production, and
development plans at Relief Canyon Mine; the relative ownership of
shareholders in the combined company; the future management and
board of the combined company; the timing of shareholder proxies,
meetings and the closing of the Transaction; estimates and
forecasts with respect to the expected project economics for Relief
Canyon derived from the Feasibility Study, such as estimates of
average production, AISC, IRR, NPV; cash costs; the availability of
financing and the estimated construction timeline for Relief Canyon
Mine; and opportunities for expanding the Relief Canyon Mine
deposit and exploring opportunities on nearby lands. 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
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 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 may be unable to
obtain any regulatory approvals required for the Transaction, or
that regulatory approvals may delay the transaction or cause the
parties to abandon the Transaction; the risk that required
stockholder approvals may not be obtained; 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, 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 operate; the uncertainty of
regulatory requirements and approvals; fluctuating mineral and
commodity prices, and the ability to obtain necessary future
financing on acceptable terms or at all; the ability to develop and
operate the Cosalá, Galena, Relief Canyon properties, risks
associated with the mining industry such as economic factors
(including future commodity prices, currency fluctuations and
energy prices), ground conditions and factors 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 these forward‐looking statements
is available in Pershing’s filings with the Securities and Exchange
Commission, including the Annual Report on Form 10‐K for the year
ended December 31, 2017, and in the Americas Silver’s filings with
on SEDAR. Neither Americas Silver nor Pershing 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
gives any assurance (1) that Americas Silver and Pershing will
achieve its expectations, or (2) concerning the result or timing
thereof. All subsequent written and oral forward‐looking statements
concerning Pershing, Americas Silver, the proposed transaction, the
combined company or other matters and attributable to Pershing 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 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.
Participants in Merger Solicitation
Pershing, Americas Silver and certain of their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Pershing and Americas Silver in
connection with the proposed transaction. Information about the
directors and executive officers of Pershing is set forth in its
proxy statement for its 2018 annual meeting of stockholders, which
was filed with the U.S. Securities and Exchange Commission (the
“SEC”) on April 30, 2018. Information about the directors and
executive officers of Americas Silver is set forth in its Form 6‐K
for its 2018 annual meeting of shareholders, which was filed with
the SEC on April 13, 2018. These documents can be obtained free of
charge from the sources indicated below. Other information
regarding those persons who are, under the rules of the SEC,
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in Pershing’s proxy statement/prospectus and
other relevant materials to be filed with or furnished to the SEC
when they become available.
Additional Information and Where to Find It
The proposed transaction (or certain matters related thereto)
between Americas Silver and Pershing will be submitted to the
respective stockholders of Americas Silver and Pershing for their
consideration. Americas Silver will file with the SEC a
registration statement on Form F‐4 that will include a proxy
statement of Pershing that also constitutes a prospectus of
Americas Silver. Americas Silver will file an Information Circular
with the applicable Canadian securities administrators. Pershing
will deliver the proxy statement/prospectus to its stockholders as
required by applicable law. Americas Silver will deliver the
Information Circular to its stockholders as required by applicable
law. Americas Silver and Pershing also plan to file or furnish
other documents with the SEC regarding the proposed transaction.
This press release is not a substitute for any prospectus, proxy
statement, information circular or any other document which
Americas Silver and Pershing may file with or furnish to the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF AMERICAS SILVER AND PERSHING ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND INFORMATION CIRCULAR AND ANY OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT AMERICAS SILVER, PERSHING, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the proxy statement/prospectus and
information circular and other documents containing important
information about Americas Silver and Pershing, once such documents
are filed with the SEC through the website maintained by the SEC at
www.sec.gov, and with the Canadian securities administrators,
through the website at www.sedar.com. Pershing and Americas Silver
will make available free of charge at www.pershinggold.com and
www.americassilvercorp.com, respectively (in the “Investor
Relations” and “Investors” section, as applicable), copies of
materials they file with, or furnish to, the SEC and the Canadian
securities administrators.
1 ISS and Glass Lewis are recognized as leading independent
proxy and corporate governance advisory firms whose recommendations
are relied upon by many major institutional investment firms,
mutual and pension funds and other institutional shareholders.
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version on businesswire.com: https://www.businesswire.com/news/home/20190102005164/en/
Darren BlasuttiPresident and CEO416‐848‐9503
Andrea TotinoInvestor Relations416-450-3860
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