Americas Silver and Pershing GOLD Announce Completion of Cfius Review and Expected Closing of Transaction
AMERICAS SILVER AND PERSHING GOLD ANNOUNCE COMPLETION OF CFIUS REVIEW AND
EXPECTED CLOSING OF TRANSACTION
TORONTO, ONTARIO – A p r i l 2 , 2 0 1 9 – A m e r i c a s S i l v e r C o r p o r a t i o n ( T S X : U S A ) ( N Y S E American:
USAS) (“Americas Silver”) and Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG
1) (“Pershing”) are pleased to announce that the Committee on Foreign Investment in the United States
(CFIUS) has completed its review of the companies' previously a nnounced 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.
About Americas Silver
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 Mine Complex in Idaho, USA. Americas Silver holds an option on the San
Felipe development project in Son ora, Mexico. For further infor mation please see SEDAR or
americassilvercorp.com.
About Pershing Gold Corporation
Pershing 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 cur rently permitted to resume mining at
Relief Canyon under the existing Plan of Operations.
Cautionary Statement on Forward‐Looking Information
This news release contains “forw ard‐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
S i l v e r ’ s f i n a n c i n g e f f o r t s ; t h e c o n s u m m a t i o n o f t h e T r a n s a c t i o n; 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 performan ce. Forward‐looking information is based on the opinions and
e s t i m a t e s o f A m e r i c a s S i l v e r a n d P e r s h i n g G o l d a s o f t h e d a t e 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 Sil ver or Pershing Gold to be materially
different from those expressed or implied by such forward‐looki ng 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 integrat i o n a r e h i g h e r t h a n a n t i c i p a t e d ; a n d
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 obta in 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 ab ility 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 mi ning 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, equipm ent, processes and transportati on 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 re lations, social and political d evelopments and other risks of the mining
industry. Although the Company has attempted to identify import ant factors that could cause actual
results to differ materially from those contained in forward‐ l ooking 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 informa tion regarding the factors that may
cause actual results to differ materially from this forward‐loo king 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 P ershing Gold dated November 29 , 2018, and in Americas Silver’s
filings with the Canadian Securities Administrators on SEDAR an d 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 even ts 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 or a solicitatio n 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 jurisdic tion. 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.
For more information:
Darren Blasutti
President and CEO
416-848-9503