TORONTO, Jan. 9, 2019 /CNW/ -- 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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SOURCE Pershing Gold Corporation